


Ben 10 and a Vampire

by Bakuganman



Category: Ben 10 Series, Rosario + Vampire
Language: English
Status: Completed
Published: 2020-10-08
Updated: 2020-10-08
Packaged: 2021-03-08 01:36:06
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 13
Words: 80,183
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/26897566
Author URL: https://archiveofourown.org/users/Bakuganman/pseuds/Bakuganman
Summary: (DISCLAIMER: I don't own either series, just this story.) Ben was a normal kid until he got a super-powered device known as the Omnitrix 5 years ago. Now he's going to a new school in Japan called Yokai Academy. What will he see there? Who will he meet? More importantly, just what was he getting himself into now? Eh... at least the girls are cute. (This story takes events from the R+V Anime and Manga, and takes place before Ben10: Alien Force)
Kudos: 2





	1. Chapter 1

There was a grim sky and a scraggly forest in the view of the young man who stepped off an average bus. Next to him was a scarecrow holding a sign with the name 'Yokai Academy' written in Japanese characters. The nearby forest was leafless and every tree looked dead. Behind the young man was a cliff which dropped into the ocean; various spiders, snakes, and bones also littered the ground. This young man seemed to be completely average; moderate height and was wearing a green jacket with a red tie. His pants were white and he had a pair of sneakers on. His hair was brown and cut short. His eyes were a deep green, a soft shade of green you couldn't help but feel safe in. On his wrist underneath his left sleeve was a small green bracelet that looked mechanical with a black and green symbol on it.

His name was Ben Tennyson.

Ben had changed in the 5 years since the days of his summer vacation with his cousin Gwen and Grandpa Max. It was that very summer 5 years ago which introduced him to the alien device called the Omnitrix and aliens from all over the galaxy. Ben used to be impulsive and ready to jump into things without thinking, with an ego to match his impatient streak. Of course, he was 10 years old then. He had a better head on his shoulders now. The Omnitrix had also changed since he first put it on. It used to be a large black and white object that was bulky and hard to hide, now it was skinnier and mostly green. Grandpa Max theorized that it was designed to upgrade itself over time, perhaps to better fit its wielder. They had no proof otherwise so they went with it.

"Uh... you sure this is the right place?" Ben asked the Bus Driver, who was smoking a large cigar. The teen also got a weird vibe off of him.

"Been coming to this very stop for a long time, this is the place kid" said the driver.

"So uh, where's the sch..." Ben started, but the driver just pointed and Ben saw a building that looked castle-like... THAT was his new school?!

"Take care of yourself kid, Yokai Academy's a REAL scary place... heheheheh" said the driver, the doors closing and the old bus drove off into the tunnel it came through.

"Okay, Ben... What have you gotten yourself into now?" The young man sighed to himself as he took in the scenery ahead. Why was an American boy like Ben Tennyson somewhere in like this? Well, that was a story in itself...

( **AN:** Made a new Theme Song for the rewrite, enjoy it!)

_It started when an alien device did what it did..._

(Ben, as a 10-year-old, reaches for a "watch" and it clamps onto him.)

_It stuck itself upon his wrist with secrets that it hid._

_Now he's got super powers, he's no ordinary kid!_

_He's Ben10. (and a vam-pire)_

_Enrolled in a new school, he's in for a big surprise..._

(Ben, as Fourarms, is shocked to see his new friend transform in a bright flash of light.)

_People turn into monsters' before his very eyes!_

(The friend, a pink haired girl, has finished changing into a silver haired fighting machine!)

_Their sexy, sneaky, slim and strong..._

_Their any shape and size!_

(4 girls appear. One has a large bust, another is poking her head out of a corner, the fourth is short and wearing a hat, and the final girl is the same one from earlier.)

_Ben 10! (and a vam-pire!)_

_Although in a new country, he's still on the case!_

_Fighting evil on Earth, and space!_

_He won't stop till he grad-u-ates..._

_Cause he's still the baddest kid to save the DAY!_

(The OG Aliens all make appearances... but one humanoid one appears blacked out. It looked up to the screen, revealing red eyes and an overwhelming aura of power.)

_BEN 10! (and a vam-PIRE!)_

_{Instrumental}_

(During a battle, Ben accidentally rips off a special item off the pink haired girl, transforming her. She looked towards the reader...)

 **Silver Haired Girl:** Know Your Place! _(kicks the screen)_

_{Song End}_

**Chapter 1: Omnitrix + Vampire**

-FLASHBACK-

_"Japan, huh?" Grandpa Max grunted as he made some adjustments to his trusty RV, the Rust Bucket. Max was a heavyset man with short gray hair. He was always wearing Hawaiian shirts and had some of the weirdest tastes in food you would ever see... eh, at least he was a kind man who you could go to for advice. Max was always was a part of Ben's life as he was growing up, some would argue Ben was closer to this man rather than his own father. Grandpa Max was also a retired member of a group of inter-planetary police calling themselves the Plumbers. It was their job to root out evil aliens and make sure the extraterrestrial citizens of Earth were at peace._

_"Yup," Ben nodded. "They called me up to the office and state that I was selected for an exchange program to a school in Japan. Never told me why."_

_"That's what I want to know. You're not exactly the sharpest student in the shed."_ _A girl standing next to Ben agreed. Her name was_ _Gwen Tennyson, and Ben's cousin, but sometimes people took them for siblings. She had long red hair and was a pretty down-to-earth girl... as long as you didn't piss her off. She was kind of bossy and annoying when they were younger, but she had mellowed out a little during the years. She still ragged on Ben now and then when he was doing something admittedly stupid._

_"Don't be so sure, Japan is a hotbed of alien activity. It wouldn't surprise me if the Plumbers had something to do with Ben's exchange" Max spoke from underneath his RV._

_"You think so?" Ben pondered. "Since when?" Asked Gwen suspiciously._

_"There's scattered reports here and there, there was almost an invasion in Tokyo one time in the eighties" Max answered._ _"They started small, but then hit us hard. They at least gave us a chance to defend our planet in a sort of competition._ _These aliens called the Oni don't make a lot of sense in our views, but they basically had their computers pick a person completely at random to be Earth's champion to be pitted against theirs" Max continued as he got out from under the Rust Bucket._

_"That's totally unfair!" Ben cried._

_"Well, the Oni aren't too different from us. We look alike except they have horns, can fly, and can shoot lightning or blow fire"_ _Max replied as he wiped the grease off his hands._ _Gwen grimaced at that. "Ouch, so how did this competition go?" She asked._

_"Well, the Earth champion had 10 days to catch the Oni champion... by the horns," Max answered. "He managed to do it on the last day, seconds before time ran out."_

_"That's… insane," Gwen blinked. She then turned to Ben. "So where is this school they're sending you to?"_

_"Some place called Yokai Academy. Doesn't tell me where the place is, just where I can be picked up." Ben answered as he looked at the sheet he had been given._

_"For a good reason, Yokai Academy is a school for non-humans" Max said._

_"You know about this place, Grandpa?" Asked Ben._

_"Yeah. The Plumbers have been keeping an eye on it from time to time," Max nodded. "What you both need to know that there are tons of non-human species on Earth. Some have been here so long, we aren't even sure if they're aliens or not. Yokai Academy is one of the places where they can go to school without fear of humans finding out about their identities."_

_"So what do they learn there?" Asked Gwen, now very curious._

_"Everything humans do, how to interact with them and blend in. Lots of the students there have never met humans before. Still Ben, you have to be very careful there. No one can figure out you're a human. They retain the authority to actually kill humans who trespass there" Max warned._

_"WHAT?!" Ben and Gwen cried together._

_"Isn't that a little harsh?" Asked Ben, getting a little concerned._

_"To them, humans are their mortal enemies. It's the only place where they can be safe and learn in a school-like environment. Plumbers have tried to talk to them peacefully, but they mostly shut us out" Max explained._

_"But why me?! I mean, I'm human!" Ben asked, near panicked._ _"Not with that, your not" Gwen replied, pointing to the Omnitrix._

_"Right. As long as you convince them otherwise, you should be fine" Max nodded. "Not many known aliens attend, but all the students there... you've probably heard of them in movies or something."_

_"What's that supposed to mean?" Asked Ben._ _"You'll have to find out for yourself. Now if you'll excuse me, I have an appointment with the head of the shower" Max said, smiling._

-END FLASHBACK-

"Still doesn't explain why I have to be here," Ben sighed. "Might as well start heading out." Slinging his bag over his shoulders, Ben headed out towards the building in the distance. Maybe if he was lucky, he would find someone who could tell him what to do.

Traveling through the landscape was a little freaky. The place had a weird aura of fear around it and Ben didn't like it one bit. Still, this might be what the students at the school liked so he had no real reason to complain. He noticed that numerous tombstones were littering the scenery, making him wonder if they were just decoration... or just that many human intruders that were killed here. "Looks like it's out of a horror movie or something," Ben shivered.

"Look out!" Someone cried loudly in Japanese.

"Huh?" Ben blinked. By the time his mind processed what was said, he had already turned around. His eyes widened at what he saw barreling towards him. "GAHH!"

WHAM!

"Ow" Ben groaned. He was flat on his back and feeling the pain from the impact. Last he saw, someone on a bike had barreled into him. It reminded him of when he and Vilgax had last tangled.

"I'm sorry" a soft female voice groaned.

Ben rubbed his head and sat up. "Don't worry about it," he managed to groan out. "I'm used to it. You okay?" He was glad for those Japanese language lessons with Gwen now.

"Yes," the girl nodded. "I'm so sorry. I lost control for a second."

Ben had to admit, Japanese girls were really cute! She had long pink hair and a very pretty face. She also had a leather choker that had a silver cross hanging from it and beads connecting from the chain to the choker. Not that he was looking, but she did have a nice slender figure and was wearing a uniform similar to his, except with a short skirt. "It's no problem," he chuckled. "Just be careful next time. Lemme help you."

Standing up, he took the girl's hand and helped her to her feet. The two were standing close before the girls eyes seemed to glaze over, as if she went into a trance. "Uh… you okay?" Ben blinked in confusion.

"Y-Yes... you just smell... so nice" the girl sighed. "Uhhhh... thanks?" Ben said, confused. The girl leaned in closer, Ben couldn't help but feel his face heat up.

"I'm sorry," the girl sighed softly. "But... I'm... a vampire." Before Ben could ask what that was supposed to mean, the girl had wrapped her arms around his shoulders and pressed her face into his neck with surprising speed. She then quickly dug her teeth into his neck and bit down, puncturing his skin and drawing out blood.

CHUUU!

"Ow!" Ben yelped in pain. The girl backed away, out of her trance... and looking mortally embarrassed. "Hey! What did I ever do to you?" He asked.

"I'm so sorry! It's just your blood smelled so nice and I couldn't help myself! I really am sorry!" The girl said, blushing profusely.

"Uh... just forget it. What's your name again?" Ben grimaced as he checked the wound. It wasn't bleeding anymore, probably cause he felt her tongue swirl around it just before she stopped. It sent a chill up his spine the moment he felt it.

"I... I'm Moka Akashiya" the girl smiled with a bow, though it was obvious she was still embarrassed over the neck-biting.

"Name's Ben Tennyson, or is it Tennyson Ben over here?" Ben said.

"You're foreign? Where are you from?" Asked Moka.

"From America. So... your really a vampire?" Asked Ben. This is what Grandpa was most likely talking about when he said _'seen them in movies'_. Though this Moka girl appeared to be quite human, she didn't look anything like the stereotypical vampire at all.

"Yes," Moka nodded shyly. "You don't... hate vampires... do you?"

Ben didn't want to upset the girl, especially since she was rather attractive to boot. "Heck, no! I've just never met a vampire before" he answered quickly. "Oh. Well, do you want to be friends?" Asked Moka, smiling.

"Why not? We already gotten pretty close" Ben grinned, adding a small joke. The self-proclaimed vampire giggled at it, finding it funny. "To tell you the truth, when I was a kid, I've always wanted to meet a real vampire." The last 'vampire' he'd met had been Zombozo but right now, he didn't count.

"Really?!" Moka gasped in delight. Her eyes seemed to take in a sparkle of some kind. "That's great! I was so worried that I wouldn't know anyone here!"

"Hey, at least you're in your own country, I'm a long way from home" Ben grinned. "You're right," Moka nodded softly. Ben was right. She was in her own world here but for him, it was several miles. He was just as much in need of a friend as she was. He was probably hiding it better than most though.

-TIME BREAK-

It had taken him some time, but Ben managed to find his classroom. He and Moka got separated at the welcoming ceremony since she had to park her bike. If one thing was clear, this is what Grandpa Max was talking about. Apparently since Moka was a vampire, that must have meant there were other mythological creatures throughout this place. The green-eyed teen had to admit; it was a welcome change of pace from aliens, high-tech knights and killer robots. Plus, he's seen plenty of monster movies, so if he ever got into a fight he'd at least know how to deal with it... hopefully.

"Welcome to Yokai Academy, everyone!" The teacher cheered. Ben had to admit that if he had a teacher like this back home, he would have paid better attention... a LOT better. This teacher had short blonde hair, a spaghetti strap top and a short skirt. She sported a pair of cute glasses on her face and parts of her hair looked like cat ears. To top it off, a cat's tail was sticking out from her skirt. "I'll be your homeroom teacher this year, Miss Nekonome!" The catty teacher continued to announce. Ben had to admit that the cheer in the room was infectious, even he was feeling ready burst with glee. "As everyone guessed, this is a school for monsters! Now, like it or not, humans run the world and we have to learn to coexist with them" Miss Nekonome explained.

Ben found himself glad that his grandpa's information was right. He was just as thankful that he had the Omnitrix in case he was forced to prove that he wasn't human. For some reason, he felt that it was going to be put through its paces for a while to come.

"But sensei," another kid growled. "Can't we just eat the humans? I could start with the cute girls."

Ben frowned at that comment. It was guys like him who gave non-humans a bad name. It was no wonder that people were afraid of aliens, monsters, etc. People like the guy who spoke kept thinking their species could do whatever they wanted. "That's silly!" Miss Nekonome sighed. "You won't be finding any humans here! All of the teachers and students are monsters!"

' _All but one_ ' Ben thought to himself.

"Which brings us to rule number one!" Miss Nekonome spoke loudly, also holding out a finger. "You are not allowed to reveal your true forms to anyone without a good reason! Not even to your fellow students! We are here to learn how to coexist with humans so please keep your true forms a secret."

Ben grinned, that was the easy part... staying in an alien form was the issue. He could only remain in alien form for 10 minutes at a time. That was the fail-safe in the Omnitrix so that the personalities of the aliens within didn't overwhelm his own. His thoughts then drifted to the cute vampire girl he'd met, Moka Akashiya. ' _I wonder if Moka is doing well in her class. With her looks she's gonna be pretty popular_.' Ben had to admit that he wouldn't have minded dating Moka. She wasn't just pretty, but appeared to also be sweet and kind... the ideal woman.

Then again knowing his luck, some football or basketball jock would pick her up before he got a chance. Girls never seemed to go for the soccer guys.

"I'm sorry! I got lost after the ceremony, sorry I'm late!" A familiar voice spoke up as the door opened.

"That's okay, just take a seat anywhere" Miss Nekonome smiled. Ben looked to see who had come in and his eyes widened. Speak of the devil... it was Moka herself! She strolled in the classroom, catching her breath as if she ran a marathon. All of the boys in the room (save for Ben) seemed to drop into trances as they watched her try to find a desk.

 **Boy #7:** That hair…

 **Boy #2:** Those eyes…

 **Boy #4:** That banging bod…

 **Boy #3:** _(almost drooling)_ No way that's a disguise. She's just too…

"BEAUTIFUL!" The collected boys roared. The only one who wasn't was Ben, and he was chuckling weakly. Apparently Moka was going to be more popular than he thought. As Moka came closer, Ben decided to make his appearance known. "Fancy meeting you here, stranger" he smiled.

"Huh?" Moka blinked as she turned to who addressed her. She broke out in a huge smile when she recognized his face. "Oh, Ben! HI!" Leaping forward, Ben found himself grabbed in a hug by his vampire friend. He couldn't help but grin. He liked how Moka greeted her friends.

That... and it was kinda funny to see how the other boys reacted:

 **Boy #3:** Hey! Who the hell's that guy!?

 **Boy #5:** How does a Gaijin get a hug!?

 **Boy #1:** Is he an Incubus or some shit? Why else would she jump on him so fast?

What a great way to start the year.

-TIME BREAK-

After class, Moka had wanted to explore the school and explain to Ben how some things in Japanese schools worked. She wasn't sure how much he knew about the school system in the east, so she took in on herself to explain things to him. Ben was quickly learning that Moka was a lot stronger than she looked, he felt like his arm was gonna be torn out of the socket for all the pulling around she was doing. She was also an architecture nut. He was also learning that her charm wasn't solely limited to the boys in their class. Everywhere they went Ben could see jaws drop and eyes bulge as Moka went past them.

He could also hear their whispers. They were either gawking over how cute Moka was or were grumbling about how he was holding hands with her, not that Ben minded that. A couple were really pissed off that it was a foreigner she was deciding to spend her time him. Grandpa Max warned that some Japanese weren't exactly thrilled with foreigners so Ben figured he had to watch his back. Ben and Moka soon stopped at a vending machine for some drinks. Ben got himself what he could guess was soda while Moka got herself a can of tomato juice. She told him that, aside from blood, that she loved tomato juice.

"So, how do like Yokai Academy?" Asked Moka.

"It's a whole lot different from the schools where I come from. We have book lockers, not shoe lockers" said Ben honestly. "And what's not to like? Life is all about new experiences, that's what my Grandpa Max always said."

"You and your grandfather must be really close" Moka admired.

"We are, I want to be just like him. It was 5 years ago that I really began to respect him" Ben admitted. "Why?" Asked Moka.

"Um..." Ben gulped. He decided to change the subject, "That's a pretty long story." A very long one. One that involved alien technology, magic, mutant clowns, and a real nasty alien warlord.

"You speak Japanese pretty well," Moka noticed.

"I have Gwen to thank for that," smiled Ben.

"Gwen?" Asked Moka. "My cousin. We couldn't stand each other when we were kids but we get along pretty well now" Ben said.

Moka envied Ben. He was close with his family, unlike herself. She really wished her family was like Ben's, they sounded like good people. As they were talking, a long-haired young man with a lip piercing came around the corner and leaned on the wall behind Moka. It was actually the same guy who wanted to 'start with the cute girls'.

"Hey, babe, Moka Akashiya right?" The boy asked as he leaned against the wall with his arms crossed and looking at Moka.

"Um... yes. Who are you?" Asked Moka, shifting a little closer to Ben.

"Name's Saizou, one of your classmates" the boy introduced with a grin.

"Oh... um, nice to meet you... I suppose" Moka nodded, though she was getting a weird feeling from this boy.

"I'm sure. By the way," Saizou grinned before he reached out and suddenly grabbed Ben by the lapel of his jacket. Moka gasped in shock while Ben struggled with the other teen's strength. "What's a girl like you doing with a complete wimp like this?"

Ben was really starting to hate this guy. Despite the rules, he began to roll up his sleeve to reveal his Omnitrix. ' _Maybe I should introduce this guy to my 'little friends'_ thought Ben. Right now, any of his aliens could take... ok, maybe not any of them. Grey Matter was good for brains, and its not like Upgrade could process him. There was one alien that could but... Ben didn't want to use him again. That's when he remembered something his Grandpa Max had taught him. He reached up and gripped Saizou's wrist, pressing onto a soft spot. Saizou cringed in pain and let go of Ben, who landed on his feet.

"I don't think the lady appreciates the gesture." Ben rubbed the wrinkles out of his shirt and returned Saizou's glare with his own.

"You want to make something of it, Gaijin?" Saizou glared.

"And if I do?" Remarked Ben, returning the glare with his own. Ben hated bullies, they just picked on people weaker than them. Ben had learnt to stand up for himself over the years... he's one of the few [and only] to stare Vilgax in the eye without flinching. Monster or not, Saizou was like every other typical bully Ben had to put up with.

Moka immediately got between Ben and Saizou. "I'm sorry, but we're in a hurry! Bye!" She grabbed Ben's arm and dragged the protesting her American friend away quickly to safety. Taking refuge in one of the smaller hallways, Moka took a moment to catch her breath while Ben tried to smooth his uniform out. He was also trying to keep his temper in check. He _really_ hated bullies, another second and Ben might have gone to town with Saizou.

"Woo! That was scary!" Moka sighed. She turned to her friend. "Weren't you scared at all?"

"Nah," Ben grinned. "Believe it or not, there are scarier things than him. Besides, I REALLY don't like bullies." Memories of how JT and Cash would bully and harass him came to mind, they left him alone when he started fighting back.

"Well, it was really nice of you. Thank you!" Moka smiled brightly.

"I'd do it again in a heartbeat, you're my friend aren't you?" Ben smiled. Moka didn't think she could smile any brighter if she tried. Ben was really turning out to be a wonderful friend.

"Still, I don't want my only friend to get in trouble." She confessed.

"Only friend?" Asked Ben in confusion. "I would have figured a nice girl like you would have made a whole mob of friends by now."

Moka giggled and stepped forward to stand in front of Ben. She had a shy blush on her cheeks and she averted her gaze. Ben couldn't help but think she was even cuter when she did it. "Well... I'm not good at making friends. And besides..." Moka admitted.

"Besides what?" Asked Ben.

"You've let me suck you blood!" Moka smiled with a flush on her face. "You should be proud because your blood is amazing! The texture, the aroma, its something I've never tasted before! It's scrumptious!"

Rubbing his neck, Ben joked, "I uh, never thought how great I tasted."

Moka giggled again. Taking part in the laughs, Ben and his new friend headed for the exit. They still had to deal with some gawkers who fell for Moka on the spot and started cursing Ben for his luck to hang out with such a hot girl. "By the way Ben, what kind of monster are you?" Moka asked.

"Isn't that against the rules?" Ben reminded her.

"I know, but... you already know I'm a vampire so I thought it'd be alright" she said.

"I'm a bit more complex and, well... you don't look much like a vampire to me" said Ben.

"Oh, that's because of this rosary. If it gets taken off, I can get REALLY scary" Moka said, pointing at the cross hanging from her choker.

"I find that hard to believe" Ben laughed, but he'd learnt to never disregard such information. Still, it was a bit hard to believe that Moka could be one of the most ionic monsters in all of ficti... er, well it wasn't so fictitious anymore, but there was no way this sweet girl could also be a deadly bloodsucker. Right?

"So Ben, where did you go to school anyway?" Moka asked, as they got into the sunlight.

"Huh? Oh, I went to school like everyone else in my hometown" said Ben.

"So you went to school in the human world?" Moka wanted to clarify.

"If you mean I went to school with humans, then yes" Ben nodded.

"Oh, human schools are the worst," Moka huffed. "All through middle school everyone ignored me. They made fun of me and told me monsters didn't exist. Eventually I thought it would be better if I really didn't exist. I just hate humans!"

Ben flinched for a moment, feeling like Vilgax had just punched him right in the heart. "Hey, hold on there. Some humans may be jerks, but they aren't all bad."

"Huh?" Moka blinked. "How can you be sure? How do you know not all humans are bad? They're so mean and bad-mannered. And while they claim to be intelligent, they're arrogant and believe they are superior..." Moka continued on and on for a whole minute.

Ben couldn't hold back any longer and shouted: "Because I'm human!" A split second passed before he put a hand over his mouth.

"Wha-? You, human? H-how?" Moka asked, shocked at the sudden confession.

"I was put on an exchange program to Japan. I was told I'm going to school here" Ben explained.

"Bu... but... but, your so nice... and kindhearted... and you, let me suck your blood..." Moka sputtered. Obviously, she was having trouble accepting this.

"Moka..." began Ben, reaching out for her. "DON'T TOUCH ME, HUMAN!" Cried Moka, but she immediately regretted it. Ben didn't say a single word, he just turned his back and began heading away from her.

"Ben?" Moka asked, still reeling from shock. Ben vanished in the midst of the trees. Moka watched him go before her shoulders slumped and her eyes were trained on the ground.

-TIME BREAK-

"Geez," Ben sighed grimly as he leaned against a tree. "I can save the universe from evil warlords, but I can't keep any friends around." He stared at the Omnitrix. "Maybe I should just leave. Even if I can turn into any alien I want, I can't really fit in at a place like this. Besides, nobody is gonna miss some human."

He went to the bus stop and looked at the bus schedule before grimacing, "Aw, what? I have to wait a whole month for my next ride?... So much for that idea. Maybe if I stayed in my room for a month I'll be-" A sudden shriek pierced the air and Ben recognized that voice. Turning back in the direction he came, "Moka?"

_Minutes earlier..._

Moka had been crying after Ben had run off. She'd said such a horrible thing to him. Even if he was human, she didn't care. All she ever wanted was a friend, and Ben blessed her with himself. She heard footsteps and spun around hopefully, "Ben?"

It was not Ben.

"Hey, babe," Saizou grinned in a sick and perverse way, "Miss me?" Saizou grabbed Moka by the arm. She shrieked and struggled, but Saizou was much stronger than she was in her disguise. Pulling her deeper into the woods he threw her against some tombstones before shedding his jacket. "Sorry," Saizou snickered as his body started to swell and his teeth began to sharpen. "I can never seem to hold my disguise when I see something I like."

Moka trembled in fear as Saizou's body grew ridges and his muscles bulged. She easily recognized what he was, an orc. They were mean creatures that didn't bow down to anyone. "We're all monsters here, why not show me what you are? With a body like that, your real form's gotta be hot... how's about a kiss to start things off?" Saizou snickered as he reached out to Moka with his large hand. Moka just shook in fear.

"Hey, ugly! Get your hands off Moka!" Ben snapped. Saizou looked up from where he was attempting to take advantage of Moka.

"And what is some punk-ass Gaijin gonna to do about it? I heard you western monsters are so weak" Saizou snorted.

Ben frowned at that. "Last warning. Let Moka go."

Saizou didn't like this punks tone, doesn't he know who he's missing with? He grabbed Moka, his whole hand able to had her entire torso. "Why don't you come over here and make me!" Saizou challenged.

"No Ben, please run!" Cried Moka, struggling in vain against Saizou's grip. He wouldn't stand a chance against a monster like Saizou, especially since he's human.

Ben didn't answer, he held up his arm and pulled his sleeve back. A strange green bracelet with a black and white insignia on it was revealed to the light. Ben pressed something on it and the emblem popped up reveal a holographic image. "It's Hero Time!" Ben called before he pressed the insignia. Ben's body grew to match the size of Saizou's. His skin turned dark red and his torso was covered in a white and black shirt. His pants turned black with bare two-toed red feet. He had two pairs of arms and both looked like they could smash things without much effort. His head was red and hairless with two pairs of yellow eyes. His upper left shoulder had the same symbol as on his watch on it.

"FOURARMS!" The new Ben Tennyson roared as he smashed his fists together.

 **Random Bat:** WHEEEEE! Before we go any further, my names Koumori Nazo and I'm the narrator of Rosario Vampire anime. Just call me Kou. I may pop up from time to time for random facts or useless commentary. So about Ben's form, its a Tetramand AKA Fourarms. These big lugs have super strength and rather punch first, ask questions later. Its like Ben in his younger days, forward without thinking. WHEEEEEE!

"What the HELL?!" Saizou gasped in shock. Moka gaped in complete amazement at what she was seeing. She couldn't believe that Ben was capable of changing his form like that. He had just confessed that he was completely human, but how could a human do that?

Saizou grunted, turning away from Moka and let her go. "So, you aren't the wuss I took you for. Don't know what the hell you are, but I'm not going to allow you to mess with my fun!" With a roar, Saizou charged with his muscled arms raised. Fourarms gripped his fists and charged with preparation to fight back. Saizou attacked first with his muscled fist. Fourarms retaliated by grabbing the attack with his upper arms before punching Saizou in the gut with his lower fists. Saizou grunted and lost his breath before Fourarms pushed him back, gaining ground.

"Give up yet?" Asked Fourarms with a smirk. "Screw you!" Saizou snapped before he unleashed a powerful uppercut into Fourarms' chin, knocking the alien back. The angry orc continued his attack by tackling Fourarms and smashing him into several tombstones and a tree.

"Argh!" The Tetramand groaned as he shook the stars out of his head.

"Ben!" the voice of Moka cried before the girl in question dashed to his side.

"Moka? You better get back, this is dangerous stuff!" Said Fourarms.

"I don't care! I don't want you to get hurt!" Moka cried.

"Comes with the territory. Besides, I'm used to it" Fourarms grunted as he began to get up. As he did, Fourarms' upper left hand missed its grip. Instead of grabbing a tombstone to help get up, he grabbed Moka's Rosario. Oblivious to it, he pulled and with a loud metallic sound, the Rosario came off cleanly.

"M-my rosary, it came off" said Moka in surprise.

"Huh?" Fourarms blinked as he looked at the cross in his hands. "Uh-oh."

( **AN:** Queue the music when Outer Moka changes into Inner Moka)

Moka only had a moment to gasp before she was engulfed in a dark aura. Fourarms covered his eyes from the aura and peaked through his fingers to see what was happening to his friend. What he was seeing was freaky to say the least, tiny bats flew from the sky and completely covered Moka's body. Seconds later, one peeled off. Then another, a third... and then all of them fluttered away.

"It can't be! Those blood-red eyes, the silver hair, the overwhelming monster energy! She's an S-Class super monster! A real vampire!" Saizou gasped. Fourarms gaped at his friend, it was like she was a completely different person now! Extremely hot, but extremely dangerous.

Boy, did he have an eye for monster girls.

 **"Hmmm, how interesting. I've never seen a monster like you before... American?"** The new Moka purred, taking in the sight of Fourarms.

"Well, I sure ain't from around here" Fourarms answered as he got to his feet.

Moka smirked. **"I'll take him myself"** Fourarms just blinked at that, then Moka looked back at him with a frown. **"And after this, you have some explaining to do. You told her you were human; the other Moka of course. There's nothing human about you."**

"Other Moka?" Fourarms thought out loud, what did she mean by that?

She began to hop in place and then stretched her arms. **"It's been so long"** She said, cracking her knuckles and flexed her fingers while popping her neck. **"Looks like this might be a decent workout at least. You there, orc. Didn't you want to have fun with my body?"** She taunted. Saizou roared as he lunged at Moka, going for a punch... his huge hand was stopped by Moka's index finger.

"No way" Fourarms gaped, he began to have flashbacks of when Vilgax first arrived on earth and beat the ever-living shit out of him and the 10 aliens he had at the time.

Moka yawned. **"Typical. All size, nothing else. You need to learn your place"** in a flurry of movement, Moka used a single kick which slammed into Saizou's head. The orc cried in pain as he was sent sailing through several trees with loud crashes. Fourarms was pretty sure that he saw some teeth fly out too. Turning to the four-armed being, Moka noticed that the insignia on his shoulder was flashing red. His entire body then flashed green before he returned to his human form. She started walking towards him, determined to get some answers. **"Tennyson, you have 10 seconds to explain what you just did."**

Ben only nodded, still gobsmacked over the amount of power this chick had. Not wanting to be on the receiving end, he raised his arm and revealed the Omnitrix. "This thing I'm wearing is called the Omnitrix. Believe it or not, it's a piece of alien technology. It gives me the ability to change into any alien I want and use what abilities they have."

Moka still held that frown, seemingly unconvinced. Ben was afraid that she would kick him like she did Saizou, beginning to imagine it wasn't helping either. He felt relieved when she released a sigh. **"Your tale sounds too far-fetched to be true, but like humans say, seeing is believing"** Reaching out, she grabbed her Rosario from Ben. **"You made a good choice to watch over my other side. Don't screw up."** With that, Moka reattached her Rosario to the chain. In a flash of light, her hair changed back to pink and everything about her softened back into the Moka that Ben knew. She also fell asleep, but Ben stopped her from hitting the ground by catching her.

"I make the strangest friends" Ben sighed.

-TIME BREAK-

"So, aliens actually exist?" Moka asked with some disbelief. Ben and Moka were hanging out at a crop of tombstones for some privacy. There, Ben explained about more about the Omnitrix and some of the people he'd met since getting it. Moka found the fact that aliens exist fascinating, the adventures Ben had sounded exciting too.

"Sure do. Fourarms is one of them. I've got a bunch others in the Omnitrix too" said Ben.

"Can I see?" Moka asked curiously.

"Sure," Ben smiled. Bringing up the Omnitrix, Ben activated it. A holographic image of Fourarms appeared. "Okay, this one is what I like to call Fourarms. Next is XLR8, a real speed freak. And this is..." Moka sat next to Ben and listened to him explain. She was happy to know that their friendship had been fixed. She was actually looking forward to seeing what kind of things were going to happen next.

-TIME BREAK-

The next day, Ben arrived at school with high spirits. Walking through the gate, he whistled a tune he'd heard his Grandpa Max whistle while driving the Rust Bucket. "Ben!" He heard and turned around to see Moka running towards him. "Oh, hey Moka!" Ben said, waving. The cheerful vampire just lunged at him and hugged him before biting his neck.

CHUUU!

"ACK!"

Looks like his days in Yokai Academy weren't going to be dull after all.


	2. Chapter 2

A week had passed since the incident involving Saizou and the rumor mill had kept spinning wild tales about it. It would appear that a demonic aura like Moka's wasn't one that could be ignored. Also, Ben was said to be able to turn into a strange western monster that nobody had ever seen or heard of before. A four eyed, four armed red beast that could match Saizou's strength. They also suspected/assumed that he'd been the one to defeat Saizou so fantastically but Ben knew the truth.

' _Like they would believe me_ ,' thought Ben. ' _Moka was the one who finished him off_.' Thinking about his friend's dark side freaked Ben out a little bit. Even if she was completely and utterly hot, Ben knew not to mess with a woman like that. She could snap him like a twig easily.

( **AN:** Theme Song.)

**Chapter 2: Stinkfly-ing around with a Succubus + Vampire**

Moka was the only person in the entire school who knew he was human and about his Omnitrix. It still fascinated her that a device like that existed. Her friend could turn into any number of aliens whose DNA was housed within it. It made her rethink of the existence of intelligent life beyond Earth and she herself wanted to explore space after hearing of Ben's adventures in the past. Ben felt that it was a little ironic at how all the students and faculty members here were monsters disguised as humans, he was a human trying to pass of as a monster. The Omnitrix could help him convince others he wasn't human, but with so many forms to choose from he may cause a lot of confusion.

Ben actually became a better wielder of the Omnitrix over the years. He found out how it worked... though not as perfectly as he would've liked. He still couldn't figure out how to reactivate the Master Control which would allow him to switch aliens at will without needing to change back to human form, and without the 10-minute limit. So the Omnitrix's full potential was a mystery to him. He hadn't unlocked any new aliens in the last 5 years, but he knew the Omnitrix could absorb alien DNA.

He then eyed the students around him. Was it possible to absorb monster DNA? It wasn't human sure, but it wasn't alien either. Maybe he could get Moka to donate some DNA and he could try it out. Of course, he doubted he could convince her other side to do it. She gave him the creeps and if he asked if he could have some of her DNA, she miiiiight take it the wrong way...

-FANTASY-

**Ben:** Hey, Moka.

**Moka:** Hi Ben, what's up?

**Ben:** Can I have your DNA?

**Moka:** _(suddenly transforms into the silver-haired version and growls at Ben)_ **How dare you! You need to learn your...**

-FANTASY INTERRUPTED-

"Ben!" Ben heard before he was suddenly tackled from behind by the girl he had just been thinking about. He was kinda thankful, because the next part of the fantasy wasn't going in a pleasant direction.

"Oh, Moka! Good morning" he blinked before he turned around to look at the girl.

"Good morning to you too, Ben," she smiled and then she whispered into his ear as she leaned up. "I'm a little hungry, I need..."

Ben sighed and rolled his eyes, undoing his collar for her. "Drink up."

"Oh, thank you!" Moka then bit his neck.

CHUUU!

She took some of his blood. She pulled away after licking her lips. "Mmmm, delicious as ever."

Ben deadpanned as he rubbed the spot she'd bitten. "Glad you like it, I feel like a juice box." Ever since that day, Moka would occasionally bite Ben and drink some blood. It still hurt, even if Moka kept saying how much she enjoyed it.

"Oh, but it's so tasty. I think I might be addicted" she confessed.

Ben gulped, imagining himself being drained completely. Moka was naked and so was he and... he slapped himself in the face. ' _Stupid thoughts_ ' he thought. Moka was attractive sure, but she was his friend. Still, the thought of dating her wasn't so unappealing. Maybe he could ask her out someday...

"Let's just get to class, ok?" Ben told Moka. She smiled and took his hand as they both strolled into the entrance of the building, though it was mainly Moka pulling him along for the ride. People began to whisper as they watched the pair enter, and one girl with blue hair had her eyes narrowed.

-TIME BREAK-

Ben and Moka were going to eat lunch out together, but he couldn't help but wonder if she really needed to eat normal food or if it was for the sake of disguise. Still, he wasn't going to argue eating lunch with a cute girl. The pink-haired vampire had a few things to do before she could join her friend, but Ben was more than willing to wait for her.

"As far as schools for monsters go, this place isn't so bad, better than that prison satellite Tetrax brought me and Gwen to" Ben commented to himself.

"Ohhhhh..." a soft voice moaned.

"Huh?" Ben blinked as he turned to where the voice came from. What he found was a female student stumbling around. She was wearing a variation of the student uniform with a yellow sweater vest instead of the green jacket. Her skirt was pretty short and her socks were bunched up on her legs. She had bright blue hair that was done up in a ponytail and was really cute. Ben's eyes trailed a bit lower and noticed that she had an impressive pair of... assets. ' _Woah! They're huge!_ ' Ben blinked in amazement before he snapped back to reality. ' _This isn't the time, Ben! She's needs help!_ '

"Hey! Are you okay?" Ben called to the moaning girl, running up to her. "Uhhh, I think so. I'm just having trouble standing up" she moaned, now on the floor on her knees and hands.

"Oh, here then. Let me help you" Ben replied as he reached down.

"Thank you" the girl sighed softly. She reached up and grabbed Ben's hand before allowing herself to be brought to her feet.

SMOOSH!

And she leaned into Ben, pressing her impressive mounds into his chest. Ben blushed an atomic red as he felt her rub her balloons against him. "I... I think it's my chest. It feels... different today" she sighed.

' _It's different alright,_ ' Ben thought.

"It might be... that medical condition..." The girl continued.

"C-Condition?" Ben asked, his response was her pressing even more into him, how the hell was that even possible with her size?!

"My doctor told me because their so big, they cramp up and feel like they might pop" she explained as she pressed into him more, but whether it was unintentional or not was unclear. Ben tried not to dwell to the dark side, he REALLY did, but he couldn't help but think: ' _Why can't the girls back home be like th...? No! Focus, Ben... FOCUS!_ ' If he ever thought like that, Gwen would slap him. Heck, any girl would.

"Well... um... maybe the nurse could... um... take a look?" Ben offered, trying to stay sane.

"Oh, you're so sweet" she purred, finally backing off of Ben.

"I'm Ben by the way. Ben Tennyson" he introduced himself.

"Oh, I know" she smiled. "You do?" Ben blinked.

"We're classmates" she said. "We are?" Ben asked, he didn't remember seeing her at all in his class.

"I'm Kurumu Kuruno. I sit in the back, but you probably didn't notice since your attention is always on Moka" the girl said, she seemed to add a bit of venom in her voice when mentioning Moka's name.

"Well, she's my friend" said Ben. "Maybe I can change that" smirked Kurumu, as she looked deeply into his green eyes. Ben suddenly found himself feeling a little lightheaded.

"Uhhhh," Ben mumbled, feeling dazed and confused.

"So, I heard you can change into a red four-armed monster that no one has ever seen before. Can you show me? Pretty please?" Kurumu purred as she traced lines up and down Ben's chest.

"Sure..." Ben mumbled. Raising the Omnitrix, he activated it. He scrolled through the alien forms that he had access to before landing on Fourarms. Pressing down on the Omnitrix, he let the change begin.

"Wow! I've never seen a monster like you before!" Kurumu cried in amazement. She stepped forward and ran her hands across Fourarms' muscled chest. "Hmmm, ripped and muscled too!"

"Hey, HEY! Watch the merchandise! Your chest was bad enough..." Fourarms frowned as he backed away, mumbling that last part.

"Huh? You can think again?" Kurumu asked, surprised.

"What's that supposed to mean? Why the heck did I change anyway?" Fourarms asked, looking over himself and scratching his head. Before Kurumu could answer...

"Ben!" Shouted Moka, coming up to them. "Oh, hey Moka" Fourarms waved with his right arms.

"Why did you change? And who are you?" Moka asked as she noticed Kurumu. "Oh, no one. Just passing through. I gotta go" said Kurumu innocently, holding in her ire.

"Didn't you need to go to the nurse or something?" Asked Fourarms. Wasn't she sick just a minute ago?

"Oh, I'm feeling better. Thanks for your concern; ta ta!" Said Kurumu with a wink, waving before running off.

"Such a strange girl" Moka frowned suspiciously. "So Ben, can you change back? You know the rules."

"Oh, sure," said Fourarms. He touched the Omnitrix symbol and in a flash of green light, he was back in human form. "That was weird. I don't remember activating the Omnitrix" said Ben as he scratched his head while looking at his Omnitrix. He hoped it wasn't starting to do its own thing again.

-TIME BREAK-

"Are you sure your feeling alright?" Asked Moka, as she and Ben walked through the school hallway together.

"Never better, why?" Ben answered. "I'm just worried" said Moka.

"Don't be," he smiled reassuringly, lifting the Omnitrix. "I got this, remember?"

As the pair headed through the halls, they weren't aware that they were being watched. Above them, Kurumu was watching them go with a frown on her face. So Moka thought she could hog Ben all to herself did she? Well, she had another thing coming.

"You! Moka Akashiya!" Kurumu called out. Both Ben and Moka stopped when they heard someone calling out to the pink-haired vampire. Both looked up to see Kurumu perched on a stair railing. Smirking, she leaped from the rail and landed on the ground. It didn't escape any male's notice, even Ben's, that her skirt had flipped up and revealed her panties on her way down.

"Dude, did you see that?!"

"They were totally white!"

"Whats even better, look at the boobs on her!"

"Who knew there was another babe like Moka in the school!"

"Those are fantastic tits!"

**Kou:** Hey, useless commentary is my job! WHEEEEE!

"My name is Kurumu Kuruno!" Kurumu announced as she pointed at Moka. "And I'm challenging you for the title of the school beauty!"

Moka blinked for a few moments in utter confusion. She was silent for a moment more before she pointed to herself, "Me?"

Kurumu frowned. "Yes, you!" She stepped forward and leaned in next to Moka. "I heard you're a vampire. I'm a succubus and I'm not going to lose in a contest of beauty! Ever since day one, the boys here have been drooling over you when they should be drooling over me! You're interfering with my master plan!"

"Master plan?" Ben blinked. He looked to Moka who only shrugged.

"That's right! My Yokai Academy Harem Plan! My plan was to seduce all the boys in school and make them my loyal servants! It's been working thanks to my booby trap. BUUUUUUT... the stupid boys keep fawning over you! I had it with your man-stealing!" Kurumu said.

"Uh, I'm right here" said Ben.

"But... but I didn't steal anyone, I swear" Moka sputtered, trying to defend her position.

"Mom warned me about girls like her," Ben sighed as he rubbed his eyes.

"Anyway, to get my revenge and defeat you, I'm going to take your American stud, Ben Tennyson!" Kurumu announced.

"What?!" Moka gasped. "What am I, a trophy? What makes you think I'm going anywhere with you?" Asked Ben, frowning.

"Oh, I can be VERY persuasive... Love Charm" Kurumu purred. She leaned in close and her eyes flashed momentarily, causing Ben to get dizzy and lightheaded again.

"Ben...?" Moka questioned.

"Moka," Ben said tonelessly as he turned to face Moka. "I'm just a big juice box for you, aren't I?"

"No Ben, that's not true" Moka tried to deny.

"Everyday you bite me and suck my blood, I'm sick of it. I'm with Kurumu now, she's a better friend anyway" said Ben, as he hooked arms with Kurumu. Moka began tearing up and then ran off crying. Kurumu smiled victoriously. Turning to her new conquest, she snuggled up to him.

"Yes!" She cheered. "OK, Ben, now take me somewhere where we can be alone..."

**Kou:** Sorry folks, that sounds like its for Adults-Only. Start the time skip, WHEEEEE!

-TIME BREAK-

Moka sat in between two buildings and sobbed uncontrollably. Was that really all she thought Ben as, a quick meal? It couldn't be. Still, it hurt a lot when she heard Ben accuse her of that.

**"How long are you going to sit there and cry?"** A tough female voice suddenly spoke out, in her head.

"Eh?" Moka gasped. She looked down and saw her Rosario with the center glowing blood red, it also had an eye. "Who... who are you?" She asked.

**"Your other half"** the voice answered. **"You're being deceived, that girl told you she was a succubus. They have the ability to control men through a spell called Love Charm. Now she's got Ben eating out of the palm of her hand, but that isn't the worst of it."**

Moka was starting to get scared. "What is?" Asked Moka fearfully.

**"If someone under the influence of Love Charm kisses the caster, they become the caster's slave for the rest of their life. Succubi then suck the life out of them till they die. I shudder to think what a vindictive girl like that would do with the power of the Omnitrix at her disposal. YOU MUST HURRY!"** With that, the light of the Rosario faded.

"Oh, no!" Moka gasped. Getting up, she began to make a dash for the main school building. "Ben!"

-TIME BREAK-

Kurumu laughed in the infirmary, cheering of her victory. "YAHOO-HOO, I did it! I made that wretched girl cry her eyes out! And I won a stud" Kurumu turned her seductive eyes on to Ben, who was sitting on a chair next to her. She couldn't help but imagine what he would be like. She never charmed or bedded anyone before, much less an American. She was curious as to how it would be... how it would feel.

"You look sad, Ben" Kurumu purred as she put her hands on his shoulders and made him look up at her. "I know just the way to make you feel better" Ben blinked dumbly before Kurumu pulled him closer and planted his face in the middle of her cleavage. If he was in the right state of mind, he would have been panicking at what was going on. As it was, he was just sitting there with his face buried in a girl's breasts.

"Just forget all about Moka," Kurumu spoke softly "I'll make you feel really good." She was about to pull Ben onto the bed to make her final move, but before she could even get him back on the bed, she felt him beginning to struggle. Either the allure was wearing off or just faded entirely. When she tried to look him in the eye again and recast the charm, he was already backing off and covering his face.

Also, neither noticed his Omnitrix was glowing dark green for a second before fading out, just as he got back to normal. Why'd it do that?

"Okay, enough! Just what the hell did you do to me?" Asked Ben, coming to his senses.

"Wait. You mean you're not into me?" Kurumu huffed, feeling rejected.

"Well, someone who pins me against my friend is kind of a turn off" Ben retorted sarcastically, then sighed. "Look Kurumu, it's just..."

"You like her more than me... don't you! I put all that effort into showing you I'm ready and able, all that work into seducing you" Kurumu growled, obviously getting ticked off on a high level. "I even thrown myself at you like a whore! It was embarrassing, and you just turn me down?!"

Ben had an instinctual perception of danger and Kurumu was starting to radiate danger in waves. Deciding to try and get out of a bad situation, "Hey now, just calm down" Ben attempted to calm her down.

"Ooooooh! Now I'm really mad!" Kurumu growled. To Ben's shock, Kurumu sprouted a pair of bat-like wings from her back while a tail with a spade on the tip slipped out from under her skirt. Her nails had even lengthened and looked like they could cut up a lot of things, namely Ben himself! "If I can't take you from Moka, then I'm going to make sure she can't have you either!" Kurumu then lunged at Ben.

"Whoa!" Ben cried as he ducked underneath the blow.

SWIPE!

Several deep gouges appeared in the wall where Kurumu had struck. Rolling to the side, Ben pulled back his sleeve and activated the Omnitrix, pulling up the alien of his choice "Okay then, let's fly!" Ben pressed the face-plate to begin the change. Ben's entire body shifted and mutated. His entire head was encased in a black carapace as four tentacle-like eyes popped out. His arms grew spindly as another set grew and his legs changed with them. His torso was covered in white carapace as a black abdomen grew out from his tailbone. A pair of orange wings sprouted from his back while the symbol of the Omnitrix appeared on his face.

"STINKFLY!" The alien insect grinned as he buzzed in the air.

**Kou:** Lepidopterran's AKA Stinkflies can see in 4 different directions thanks to movable eyes and can shoot high pressure liquids from them. This liquid can range from a flammable fluid to an immobilizing jelly. Unlike most bugs, they can't swim and if their wings get too wet, they temporarily lose the ability to fly. They also excrete a foul body odor, hence Ben's name for it. WHEEEEE!

"Ewww!" Kurumu gagged as she held her nose. "Change back into your human form, that's disgusting!" Commanded Kurumu, using her Love Charm. The waves of it hit Stinkfly head-on...

...

...

...

**Stinkfly:** Um... no?

"The hell? That's my strongest charm! How could you possibly resist it?!" Asked Kurumu, in genuine shock. Sure it was her first time using her spells, but for even her strongest one to somehow not take effect on this boy anymore? What kind of monster was he? Stinkfly had no answer for her, but thought back to when he became Fourarms. Perhaps her charms don't work on him when he's in alien form, much like how Corrodium didn't affect him as one back in Dairyville.

"Does that pink skank really turn you on? I'm much better than her!" Said Kurumu, making Stinkfly give her a WTF glance. He responded with: "You tried to harem-ize the entire school and SHE'S the skank?"

SWIPE!

Stinkfly barely dodged a slash that was meant for him, the curtains behind him had seen better days.

"That's it! Your gonna get swatted, bug-brain!" She said.

"You gotta catch me first!" Said Stinkfly, crashing through the infirmary window. Kurumu growled angrily before she took flight and followed. Both fliers were in the sky and one was diving at the other, hoping to disembowel him. "Nah, nah, nah, nah!" Stinkfly laughed, looking back and sticking his tongue out at Kurumu. She hissed as she lunged for him again, aiming to slice off his wings. Within inches of hitting Stinkfly's body, the alien insect buzzed into the air, avoiding the attack and shot streams of green slime out of his eyes. Kurumu was hit with the green slime which pushed her down towards the ground. Hitting a tree, the slime solidified into a jelly. The succubus struggled with the substance.

"Gross" she gagged. She turned up to glare at the one who did this to her, as he landed.

"Now, are you going to..." Stinkfly was asking, but his forehead flashed red a few times before changing back into a human. "Back... off?... Would an extra minute really kill ya?" Ben asked, looking at his Omnitrix.

Kurumu didn't know why he would change back into human form at a time like this, was this kid stupid? Casting those thoughts aside, she began to struggle with the slime again. Retracting her nails and moving her hand, abet slightly, she regrew them again. They popped out and she sliced herself free.

"Listen, I'm flattered you want to flirt with me and all..." Ben was saying, backing up.

"Save it, now DIE!" Kurumu shouted, flying at him again.

"GET AWAY FROM HIM!" Shouted an innocent voice, the owner pushing the succubus a good few miles away.

"Moka!" Said Ben, noticing his pink haired friend.

"Are you ok?" Moka asked, running up to Ben. "Been better, I'm sorry about those mean things I said earlier, I..." Ben tried to apologize, but then...

"Perfect... now I can kill both insects with one swipe. Hahaha, HAHAHAHAHAHA!" Kurumu had reappeared, then dove at the duo again.

"WATCH OUT!" Shouted Moka, pushing herself and Ben out of the way. Kurumu flew by, slicing 4 tress in her path.

"She cut those trees like butter" said Ben, shocked.

"Ben... are you hurt?" Asked Moka, sitting up. "No, I'm fine" Ben answered.

"Thank goodness, if you were... I don't know what I'd do" said Moka, smiling warmly.

"Hahahaha! Well, well Moka; I guess that stuff about you being a vampire was bullshit. Now you and your dinner plate are gonna die!" Said Kurumu, flying toward them again.

"NOOOOOOOO! You can kill me, but please spare him!" Said Moka, hugging Ben in her chest.

"Your really going _that_ far? Oh, come on! All he is to you is food!" Said Kurumu.

"HE"S NOT!" Screamed Moka, making Kurumu pause her assault. "I'm not protecting him because of his blood, it's because I care about him! He's the world to me! Ben's the first real friend I ever had and I'll gladly die for him!"

_'Moka...'_ Ben thought.

"What's with all this stupid friend crap? There's only one use for men and that's as slaves. Nothing but playthings to bend to your will!" Said Kurumu, resuming her assault. _'I feel the same way Moka'_ thought Ben. "I'd die for you as well!" He shouted, turning to shield Moka. Omnitrix or no Omnitrix, he was going to protect her...

Unknowingly pulling her Rosario off. A close-up of the Rosario fills the screen... as the eye opens. "What's the deal with that light, what's going on?" said Kurumu, getting nervous.

( **AN:** Queue the music when Outer Moka changes into Inner Moka)

Bats flew from the sky again, surrounding Moka. Ben backed up a bit in surprise and Kurumu was just floating in mid-air. For some reason, she became full of fear. _When the rosary seal over her breast is removed, Moka's innocent self vanishes, and her inner vampire... awakens._ The bats fluttered away, revealing a different Moka. **"Sorry to keep you waiting"** said the released Inner Moka.

"Are... are you, one of those rare S-Class monsters?" Asked Kurumu, trembling.

Inner Moka locked eyes on Ben. **"What's wrong; little, busty succubus too much for the great Ben Tennyson?"** She asked with a smirk.

"It's not my fault, stupid watch ran out of time" said Ben.

"This can't be... your really a... vampire?" Asked Kurumu. **"Why don't you come down and found out, or are you afraid you'll loose to a man-stealer?"** Said Inner Moka, mockingly.

"Grrr, I can't lose to you. I'm on a very important mission, my race is at stake" answered Kurumu.

"Your race, is at stake?" Asked Ben. He didn't expect to hear the succubus was fighting for something serious.

"Yes, we succubi bewitch a large pool of men to meet our destined partner, our Mate of Fate. We're on the verge of total extinction, so I had no choice" said Kurumu. "But you got in the way, Moka! Now I can't let you live!" She then swooped down toward Inner Moka and attacked.

Inner Moka easily dodged to the side. **"That's it, that's the only reason you picked a fight with me? Big mistake"** she said, grabbing Kurumu's tail. **"Now experience the power of an S-Class monster first hand. KNOW YOUR PLACE!"** The next thing Kurumu felt was a kick to her chest, then crashed through 3 trees before stopping on the fourth.

"I-I'm sorry... I'll stop" said Kurumu.

**Kou:** This episodes showdown took 1 minute, 38 seconds. That's including Stinkfly's part of the action, WHEEEEE!

Inner Moka approached the downed succubus. " **Unfortunately, I'm going to have to tear them off to be safe. Your wings and your tail, that is"** said Inner Moka.

"No... please don't... I'm begging you..." Kurumu said, shaking in fear. Although she did attack him, Ben felt that what Inner Moka was doing was going too far. He may not have succubus anatomy, but wings and tails were body parts, right? If Moka tore them out, it'd be a bloody mess... and the bluenette would most likely die. He ran in front of Kurumu, protectively.

**"Ben, what are you doing? This succubus bewitched you, then tried to kill you. Step aside"** commanded Inner Moka.

"Moka, I think she's had enough. Didn't you hear her? She didn't do what she did for sport, she was trying to save her own people" said Ben. Kurumu looked up, amazed. Despite what she did to this boy, he was defending her? No one had done that for her before.

**"How can you be so sure it isn't** **just a cover-story?"** Asked Inner Moka.

"Well, even if it is, when you've been a hero as long as I have, you tend to see the difference in someones actions. And deep down, I think Kurumu's a nice girl. All that seducing was embarrassing to her, so that's gotta count for something right? Besides, wouldn't you do anything in your power to save your own race? I know I did, thousands of times over. So why don't we let bygones be bygones, and be friends with her... like you and me?" Said Ben, hopping this would sway Inner Moka's mind.

Kurumu felt so bad, this boy understood her and the thanks she was about to give him was his own mangled corpse. She couldn't hold it in any longer, and cried.

Inner Moka walked up to Ben and took her Rosario. **"Friends? You and me? Don't get the wrong idea Ben. Sure your an interesting boy, but I only did this so your blood wouldn't get swiped from me, nothing more. I'm not like the other Moka you've come to know"** Said Inner Moka, placing the Rosario back on her neck as she changed back into Outer Moka, falling. Ben caught her.

_'She said it again... wait! So there's... 2 DIFFERENT Mokas'?'_ Ben thought.

-TIME BREAK-

"So your rosary spoke to you?" Asked Ben. He and Moka were walking to school the next day and Moka brought up what she heard from her item.

"Yeah, she said she's my other half. Maybe the seals getting weaker or something" said Moka.

"Well, whatever the case is, both of you are my friends. And if either of you wanna stuck my blood, its fine by me" said Ben. The alien shape-shifter and the vampire looked into each others eyes.

**Kou:** I still don't get how we go from ass-kicking and bouncing boobs; to this lovey-dovey, bullcrap! WHEEEEE!

"MORNING!" Shouted Kurumu, surprising Ben and Moka.

"Uh, hey Kurumu" said Ben.

"Hi Ben, I made cookies, wanna eat them together?" Kurumu asked. "Ok, but why?" Asked Ben.

"Don't tell me you forgot. I already told you I was looking for my one and only destined partner, didn't I?" Asked Kurumu, getting excited. Ben and Moka nodded.

"Well... I decided its you!" She answered with a blush. "WHAAAAAAAT!" Cried Ben and Moka.

"And it's all your fault, you risked your life to protect me from Moka, and you did it without turning into your monster form, now I'm totally in love with you!" Stated Kurumu, running forward and pressing her mounds into Ben. Both girls tugged him back and forth like he was a rope and he was starting to get a headache. What had he gotten himself into now?

"No! Ben is mine and mine alone!" Moka backed Ben back a bit more, lunging forward towards his...

CHUUU!

"OW!" Ben exclaimed.


	3. Chapter 3

Ben was at his desk in his dorm room, writing a letter for Grandpa Max. One problem was his phone didn't get a signal anywhere in this world; the other reason was he wasn't sure what to write, allot of things happened here in just the first half of the year ( **AN:** For new readers, this story takes place BEFORE _Ben10: Alien Force_ , Ben hasn't learned about the Plumber Badge capabilities his watch has). Wasn't everyday someone who could change into 10+ aliens would end up in a school full of monsters, right? Tapping his pencil on his desk, he started to write:

_Dear, Grandpa Max._

_Thanks for telling me about Yokai Academy, though it would have been nice to know EXACTLY what I would face here instead of throwing me in the middle of a horror movie set. Thanks to the Omnitrix, I'm able to hide my human status. A lot of stuff has been going on here, and I've made some pretty good friends. They may be monsters, but their good people. Let's just say life isn't really dull with them around, but I'm dealing with it like a Tennyson. You'd be proud of me._

_Oh, and tell Gwen I said hi. Hope you're both doing OK._

_Love, Ben._

Ben stretched and tapped his pencil against his chin. "OK, now how am I gonna get this delivered?" He asked, then got an idea. A minute later; he went to the dorm roof and transformed into Stinkfly to try and deliver his letter via air mail.

BONK!

"Ow!... How bout this time... no this time! This, this, this, this!" He felt like a bee trying to escape through a closed window. He carried on until his emblem began blinking. "Oh crap-crap-crap-crap-crap-crap!" He made a mad dive for he ground before he timed out. However, he was still some distance short and ended up falling on his rump. Getting up, he headed back to the campus grounds, groaning half the way there. "Well, no Forever Knights will storm this castle."

( **AN:** Theme Song.)

**Chapter 3: Wildmutt, Cannonbolt + Vampire**

A new day had arrived at Yokai Academy and Ben was just heading downstairs. He could see some of his dorm mates just waking up and some of them had accidentally assumed their true forms. One had a pig's head while another had an elongated neck. Shaking his head, Ben headed for the exit. He walked out of the dorm building and took in his surroundings. "Still feels like the middle of a horror movie set" he chuckled, expecting a monster to jump out from the bushes and attack. Well, one monster particularly.

He'd seen vampires in movies and Moka was definitely not like them. She wasn't undead, nor affected by sunlight, and the fact she had a rosary around her neck and not be burnt by it. To Ben, she just looked like a hot and average girl with that girl-next-door charm. Of course, Kurumu would throw herself at him and suffocate him with her breasts...

**Kou:** _(flies past)_ Not a bad way to die, though. WHEEEEE!

Shaking his head, Ben continued on his way to school. To most people who'd heard the rumors, Ben was a western monster, around 10 feet tall, red skin and four arms... with the strength to match. They didn't know about him being human or the Omnitrix and it would stay that way. Only Moka knew and Ben trusted her, though he was debating whether or not to let Kurumu in on it. She was his friend and an overall nice girl... a little TOO nice sometimes, but Ben was used to it by now. Whistling a tune, Ben walked through the gate, only to have said monster from the first paragraph hug him from the side.

"And good morning to you, Moka" he greeted.

"Good morning, Ben! Um, may I..." Moka asked, smiling softly.

Ben sighed and pulled down his collar. "Bottoms up" he'd grown used to Moka's habit of biting him in the morning and drinking blood.

Moka beamed at him before biting.

CHUUU!

Ben shivered. Was he becoming a masochist from all this blood sucking? Because it was starting to feel strangely good...

After drinking her fill, Ben rubbed the spot she'd bitten. "Another hickey, huh?" He joked. Moka just blinked, unfamiliar with the term. "Oh, that means..." Ben began, before he was glomped from behind. The softness pressing against him gave away his attacker's identity. "Hi, Kurumu" he said, half-expecting this.

"Hi, sweetie! So, about your 2 different monster forms… what's your secret?" She purred, drawing circles in his chest. Ben grabbed her wrist.

"Let's go somewhere private. You too, Moka" whispered Ben before he dragged Kurumu along with him as Moka followed. When Ben said 'private'; Kurumu blushed, thinking of something totally different.

-TIME BREAK-

"Aliens? Are you serious?" Kurumu questioned, a little skeptical. Ben had told Kurumu about the Omnitrix and the aliens within, leaving out he was human. To say she was surprised was an understatement.

"Of course, why would I lie too you?" Ben spoke up.

"Oh no, I'm not saying that! It's just... I'm a bit surprised. It would explain why I didn't recognize them" said Kurumu thoughtfully.

"I thought the same thing, but please keep this a secret" added Moka.

"Oh, I will" said Kurumu as she hugged Ben. "I'm glad Ben decided to share his secret with me, it proves we're meant to be! And I'm earlier in this episode than the actual show put me in!"

**Kou:** What exactly is she's talking about? WHEEEEE!

"I think they're posting the midterm results today," Moka commented, making conversation. "Don't remind me," Kurumu grimaced. "I... try not to think of such things" Ben chuckled nervously. He had studied of course, but he didn't have much confidence in his academics.

"Well, I hope I did well. Ben, do you want to go with me to see the scores during lunch?" Moka asked, sweetly.

"Uh... sure," Ben nodded. It was getting hard to say no to Moka for anything these days.

"Well I'm going too!" Kurumu quickly spoke up, instantly latching onto Ben's arm, practically laying claim on him.

"I invited Ben, not you!" Moka huffed as she grabbed Ben's remaining arm.

"I'm not leaving my Destined One alone with you, you'll probably drain him dry!" Kurumu snapped back. "I would not!" Moka retorted.

"Can we just go please?" Ben groaned.

-TIME BREAK-

Ben, Kurumu and Moka stood among the students looking at the midterm results that were posted on the wall. Ben hoped he did well. The only reason he could do his homework was because of Grey Matter, and he couldn't change in the middle of an exam, could he?

"Number 13! Yay! I knew that extra studying would paid off!" Moka cried in surprise

"Congratulations, Moka" Ben chuckled before he turned to see where he had ended up. "Oh... 128. Well, I suppose it could be worse."

**Kou:** She's stronger AND smarter than you, it's ridiculous! WHEEEEE!

"388?! Awwwww!" Kurumu screeched from where she was looking at her test score.

"I guess Kurumu didn't do so well" Ben chuckled. "I guess not," Moka sweatdropped.

As they were talking, a younger girl made her way up to the test score board. She was in a brown uniform and had a small cape on her shoulders with a witch's hat on her head, and brown hair down reaching down to her chin. She also had a wand in the shape of a heart with a star in the center. She seemed a little nervous, but still she looked at the board. "Yukari Sendo... number 1!" She read with a growing smile.

"Well, well. Top score again, huh? Looks like you really did deserve to skip all those grades" a gravelly voice spoke up from behind the younger girl. The girl, Yukari, turned around. In front of her was a teenage boy who was in the Yokai Academy uniform, he was missing the jacket and tie though. His skin was dark, as if it was tanned, and his eyes were slightly sunken in. His two cronies were pale and also had sunken eyes with greasy hair. The leader had an armband on that designated him as a Class Representative. Before Yukari could say anything, one of these jerks spoke up.

"What is with your uniform anyway? I hate people who stick out!" He growled.

"Hehe, it's against school rules, you'd better take it off" said the other, with a slightly perverted look.

While the 3 boys giggled at their antics, Yukari hid the wand behind her back and waved it, conjuring 3 brass pails in the air above the boys' heads, which crashed on them 2 seconds later. It was her turn to giggle. "Hehehehe, serves you right, jerks."

Needless to say, they weren't too happy about her little joke.

"You bitch... I'LL TEACH YOU SOME RESPECT, YOU LITTLE PISSANT!" Shouted the Class Rep, lunging at the young girl.

"Leave her alone!" Ben shouted when he saw this. He stepped in front of Yukari protectively, and she could only blink at the boy who came to her defense.

"Stay out of this, Gaijin. It ain't your business" hissed the Class Rep.

"I make it my business. Hitting girls isn't respectful, is it?" Said Ben, reaching for his Omnitrix in case he needed it.

"You know what she is? A filthy little witch!" The Class Rep hissed again.

Ben glanced at Yukari and shrugged. "And? So's my cousin, big deal."

"Ben! What's going on?" Moka called, as the representative-trio blinked when they saw the famous Moka Akashiya run up to the 'Gaijin'.

"Business as usual" said Ben. "Well, let us in on it" said Kurumu, holding his arm.

The Rep's eyes narrowed, even if he could beat up this foreigner, he could get in trouble for beating the Academy's most popular girls... by the staff too. "Let's go, it reeks" he said to his cronies before they walked away. Ben watched them go, snorting in annoyance. Once they were far enough, he turned to the younger girl.

"You okay?" Ben asked Yukari. "Is it true, your cousin's a witch too?" She asked.

"She prefers the term sorceress, but yeah" Ben answered. The small high-schooler broke out in a smile. She became a flurry of questions and words: "What kind of magic does she use? Is she very good? How old is she? Think I can meet her?"

"Whoa, whoa! Slow down" Ben said with a chuckle.

"Oh, I forgot to introduce myself. My name is Yukari Sendou. It's nice to meet you!" Yukari said with a bow.

"Nice to meet you too, name's Ben Tennyson. These are my friends Moka Akashiya and Kurumu Kuruno" Ben introduced himself.

"I've heard so much about you, to think I'd meet you of all people!" Yukari said with delight.

"Well, I know I'm just that popular" Kurumu smirked as she ran her fingers proudly through her hair.

"Who are you?" Yukari frowned, making Kurumu face fault. Moka giggled at Kurumu's reaction, and Ben mentally chuckled.

"How about we take these introductions to somewhere else? Say, a table maybe?" Asked Ben.

"Okay!" Yukari smiled. She grabbed Ben's hand and beamed brightly. Ben wasn't sure, but did Moka and Kurumu just shoot the young witch a glare?

-TIME BREAK-

In the cafeteria, Ben learnt quite a lot about Yukari, she was very talkative. "So, you're a genius, huh?" He asked.

"Sure am! The smartest girl in Yokai Academy!" Yukari boasted.

"Well, it must be lonely without kids your age here" Ben pointed out.

"Sort of, I guess. Especially if you're a witch" Yukari frowned sadly.

"What's wrong with that?" He asked.

"You wouldn't understand" she said. "Try me" he said.

"Well, because... hey, what's that?" She began to speak, but she eyed something on Ben's wrist and pointed at it quickly. Ben looked down, seeing his Omnitrix was slightly peeking out, so he quickly covered it with his other hand.

"Oh, just a watch. Nothing special." He insisted.

**Kou:** Nice save, genius. WHEEEEE!

Yukari was suspicious, she'd caught Ben's expression, but why over 'just a watch'?

"That girls gonna be trouble," muttered Kurumu.

"What makes you say that?" Asked Moka.

"She has a crush on Ben," Kurumu pointed out.

"Ben, do you have a girlfriend?" Asked Yukari. Ben had food in his mouth and gulped it down in surprise, having a slight coughing fit. He drank some of his soda to wash it down. Moka on the other hand had to replay what Yukari asked in her head, did she really ask that?

"Well..." Ben rubbed his neck uncomfortably at the abrupt question. He glanced at Moka and Kurumu. "I have friends who are girls, if that counts."

"Then I'll be your girlfriend! I've fallen madly in love with you!" Yukari proclaimed, jumping across the table and tackling Ben to the floor.

"What!?" Ben exclaimed, with both Moka's and Kurumu's jaws dropped. A crush was one thing, but neither girl expected a full-on confession. "Uh, aren't you a little too young for me?" Ben asked, trying to get up. The young witched had landed on the center of his stomach.

"Nah, I'll be 12 on my next birthday" She said, calmly. _'Oh yeah, that makes it better'_ Ben thought, sarcastically.

"You and I are perfect for each other, Ben. We're outcasts" Yukari told him. "Outcasts? Your a monster like everyone else, why would you say that?" Ben asked, not understanding what the almost-preteen meant.

Yukari hesitated. "Uh... well, you see... I gotta go!" She got up and ran off.

"Weird girl" mumbled Ben, getting up.

-TIME BREAK-

It wasn't the last of Yukari Sendo. Wherever Ben went, she was there. She would grip Ben's arm and chatter with him over anything and everything. She would even cling to Ben's back to get lifts. She wanted to know everything about his 'true form'. Where it came from, what it was called and what it could do. She had tried to look him up in books, but nothing matched the description of Fourarms.

"I can't tell you" Ben said after the latest round of questions. He, Moka, Kurumu, and Yukari were all heading down the halls.

"That's what you said last time and the time before that, why can't you tell me?" Yukari pouted.

"Because..." Ben answered. He was about to say 'because it's against the rules', but Yukari mumbled: "Its your watch, isn't it?" As she reached for said object.

**Kou:** Busted! WHEEEEE!

Just an inch before Yukari touched the face-plate and might have made Ben transform, Ben noticed what she was doing. "Don't touch it!" Ben cried as he whipped his arm away.

"Why not? It's just a watch, right?" Asked Yukari.

"It's... special to me" Ben answered. "But..." Yukari tried to argue.

"He said no!" Kurumu huffed, getting tired of the little kid hounding her Destined One. Yukari frowned and waved her wand, and a large pail dropped from out of nowhere hitting Kurumu on the head. The succubus went down in a heap. Kurumu groaned at the impact. Ben ran to check on his friend.

"Hahahaha, I sure showed you!" Yukari laughed as she skipped on the spot. Ben helped the groaning succubus back to her feet.

"Kurumu, are you okay?" He asked.

"Ow, my head," Kurumu groaned. Frowning, Ben walked over to Yukari and snatched her wand.

"Hey!" Yukari shouted, trying to jump and get her wand. But Ben was much taller than her. "Give that back!"

"Kurumu's my friend, just like Moka is. Now, please apologize to Kurumu and stop asking me questions" Ben said to Yukari, returning her wand.

"I thought you were different," mumbled Yukari with her head down.

"Huh?" Asked Ben.

"Baka! I hate you!" Yukari waved her wand and this time a pail came crashing down on Ben. Yukari then ran off in the opposite direction. "Ow, what's her deal?" Ben rubbed his head. Having taken harder hits to the head, he recovered quickly.

From a corner, 3 boys were eavesdropping on them. "You guys hear that?" Said one of the boys.

"That girl's out of control. Revealing your monster identity is against school rules" said a second.

"Well, well... looks like you pushed your luck too far this time" said the third, he had a familiar band on his arm...

-TIME BREAK-

"Border beings?" Ben repeated. He Kurumu and Moka were in a classroom talking about Yukari cause Ben had some questions.

"You didn't know? Witches are halfway between humans and monsters, but they're really neither one. It was originally thought witches were the link between monsters and humans, but nowadays their considered outcasts by monsters. In fact, humans weren't that accepting of them either. The Salem witch trials, the witch hunts... they've always been hated people, never accepted by anyone" said Kurumu.

**Kou:** Wow, you can give a hell of a history lesson, but can't pass your exams. WHEEEEE!

"So that's what she meant" Ben said, remembering what Yukari had said about them being outcasts. She must have meant since he was a foreigner, he knew what it felt like to be outside of a group.

"Must be lonely," stated Moka.

"Yeah, kinda like me" said Ben. Of course, he was referring to the fact he was human, Moka looked at him understandingly.

"Oh, come on! Your never alone, you got me!" Said Kurumu, going to hug her Mate of Fate. Ben walked toward the door, Kurumu missing her target.

"Okay, we gotta find her" Ben sighed.

-TIME BREAK-

Yukari sniffled as she ran. She was so sure that Ben would understand her. Instead, he scolded her when she tried to make sure they stayed together. Dashing with her eyes closed, she collided with a body. Shaking her head, she looked up to see who had collided with. Her eyes widened and her heart sank when she saw the face of the Class Rep.

"Well, well... what do we have here?" the Class Rep smirked while his cronies chuckled.

"Now we have our little witch all alone" said a crony that appeared from the right side.

"Revealing your monster identity is against school rules" said the third, appearing from the left.

"Uh... uh..." Yukari gulped.

"We'll have to exact punishment for this... to my office" said the Class Rep smirked, grabbing Yukari's wrist and pulling her.

"Nooooo!" Yukari cried as she struggled against the strong grip. "Lemme go!"

-TIME BREAK-

"You'd think that since the trees are so thin, we'd see farther" Ben frowned as he, Moka, and Kurumu tried to search for Yukari. They looked all over the school but couldn't find her, so the only place left was outside the school grounds.

"Yeah, that brat better appreciate this" Kurumu huffed.

"Kurumu!" Moka scolded. "A little sensitivity please! Yukari's feelings are hurt badly!"

"I really didn't help things," Ben frowned. "Me and my big mouth. I should have tried to understand her" He looked at his watch. "Hmm... I think I know how to track her down" he activated his Omnitrix and the holographic display showed up.

"How?" Asked Moka.

Ben scrolled through his alien forms until he found the one he needed. "Sometimes, you gotta use instinct" he then slammed his hand down onto the Omnitrix. Ben got on all fours as orange fur began to cover all over his body. His canines sharpened as his arms became bigger and more muscular. His clothes vanished, save for a shoulder plate which held the Omnitrix symbol. He only had a mouth for facial features. When the change was complete, Ben was now a slobbering hound-like beast.

"AWOOOOO!" The new alien howled loudly.

**Kou:** As you can see, Vulpimancers AKA Wildmutts have no visual organs. They rely on nostrils on their bodies to convey smell and radar sense. Their pretty strong, and able to grapple and climb quite easily. But if their nostrils are tampered with or they catch a cold, they can be rendered incapacitated. They can also shoot quills off their back, but Ben's form was too young when its DNA was added in the Codon Stream of the Omnitrix. A major weakness is that, like a dog, they can't talk. WHEEEEE!

Moka and Kurumu both observed that Wildmutt was a large dog-like alien with orange fur, gills and no eyes. The alien was built more like a gorilla than a canine, but acted more like the latter. Wildmutt sniffed the air for Yukari's scent before barking to Moka and Kurumu, who were stunned by his latest transformation.

"What's he saying?" Whispered Kurumu. She didn't speak alien.

"I think he wants us to follow him" said Moka. Both girls didn't need any more hints before they took off after the racing orange bloodhound.

-TIME BREAK-

"Ow! Hey, that hurt!" Yukari cried as she was thrown against a tree.

" _Ow, hey that hurt!_ Spare me the sob story, your voice is disgusting. A little freak like you has no place in our school!" The Class Rep hissed as he and his cronies began to change. Before Yukari's terrified eyes; the skin of the three boys turned green, their faces elongated and their hands grew into claws. "Now, how are we gonna punish you?" The Class Rep growled.

**Kou:** Obvious monster fact: these guys are Lizardmen. Sub-human, yet highly intelligent species that look just like lizards. WHEEEEE!

"Back off! Magic wand...!" Yukari cried as she drew her wand, but before she could cast a spell.

"Shut your damn mouth!" The Class Rep grabbed the wand in his teeth and chomped the top off. "Ugh, gross. Never tasted something so terrible in my life" he continued.

"Hey boss! Why don't we eat her?" Asked one of the cronies.

"Good idea" the Class Rep laughed. "She doesn't look too filling, but she'll get that taste outta my mouth" the Lizardmen walked forward, with the leader's jaws opened wide. Yukari could see every single one of his sharp teeth and the back of his throat. She couldn't hold back and she screamed in terror.

"ROOOOAAAAAAARRR!" A beastly roar bellowed. The Lizardmen were suddenly knocked away by a large orange beast. It even tired slashing at them with its claws. The orange dog/gorilla stood in front of Yukari in a protective manner, snarling while the Lizardmen regrouped.

"Yukari!" Moka cried, appearing on the scene with Kurumu behind her.

"Moka? Kurumu?" Yukari gasped. "Where's Ben?" Looking at the orange monster in front of her, she noticed it had a symbol on its shoulder... the same one as Ben's watch! "B-Ben?" She asked the creature. Wildmutt turned to her and nodded. Yukari was surprised, he came to her defense even after all the things she did? Furthermore, wasn't his true form a red four-armed monster?

"Hey, we were here first! Go find your own meal, mutt" the Class Rep hissed.

"Actually boss, why don't we eat this thing instead?" Asked a crony.

"I second that motion, look at all that meat on'em" said the other.

"Uh, maybe. All that fur might give us hairballs later, but he looks pretty damn tasty. Especially, those 2 hotties over there" said the Class Rep. Ben flashed in green light and was human again.

"You want it? Just try to take a bite!" Said Ben. "Oh yes, Ben; be my protector too! Pretty please" said Kurumu, blushing.

"You again? Please, we'll wipe the floor with you" said the Class Rep. Ben smirked.

"Well if your gonna do that..." he activated the Omnitrix, scrolling to an old favorite. "Let me wax it first!" Pressing down the face, his change began.

Ben's body immediately swelled like a balloon. His entire body turned white as his head was pulled into his torso. Yellow plating appeared on his back while his arms and legs turned trunk-like. His mouth filled with short but sharp teeth. His eyes turned completely yellow and it was obvious his muscles became quite advanced. On his forehead was the mark of the Omnitrix.

"CANNONBOLT!" The new alien bellowed as he flexed his arms.

**Kou:** Arburian Pelarotas' or Cannonbolts' have near unbreakable plating that resist heat, lasers, acid and lava. Even falling from the edge of the atmosphere back to earth is only slightly painful. Because of their size, they have great amounts of strength, but aren't very fast runners. Instead like armadillos', they curl up in a ball for protection and rolling over opponents at high speeds. The armored shell is also bouncy, letting them ricochet back and forth between walls and such. Of course, their still subjected to the laws of momentum, meaning they'll have difficulty stopping or changing direction if they pick up speed. WHEEEEE!

"Sugoi!" Yukari gasped as she took in the sight of Cannonbolt.

"What the...?!" One of the Lizardmen gasped in shock.

"Just what the hell are you?!" Asked another.

"Your worst nightmare, and your my scaly set of bowling pins!" Cannonbolt smirked. Rolling himself into a ball, Cannonbolt began to spin rapidly. Kicking up dust, Cannonbolt sped off at the Lizardmen at a rapid pace. None of them could move quickly enough before being bowled down like... well, bowling pins. They cried in pain as they were knocked to the sides and over the ground. Spinning to a stop, Cannonbolt got back on his feet as he turned to face the recovering Lizardmen. "STRRRRRRRRRIKE!"

"You bastard! Curling up in a ball is against school rules!" The leader of the Lizardmen growled, as he and his buddies got back to their feet. One got up and lunged at Cannonbolt to take a bite out of his arm... his teeth cracked as a result. "Come on, bro. I just waxed my shell" said Cannonbolt, simply fling his arm, tossing the lizard aside.

"Ben!" Moka cried as she ran over to the alien. "Ben... I want to fight too! My rosary, take it off" she said.

"Me too! I may not like the kid, but I hate guys who hurt people for no reason" Kurumu frowned, shifting to her true form.

"Alright" Cannonbolt nodded. He reached over and gently took Moka's Rosario into his short fingers. "Here goes" He then tugged the Rosario off, unsealing Moka's true form.

"ARGH! Its blinding!" Said a Lizardman. "What's happening, that giant blast of light, WHAT IS IT?!" Said the Class Rep.

( **AN:** Queue the music when Outer Moka changes into Inner Moka)

_When the rosary seal over her breast is removed, Moka's innocent self vanishes, and her inner vampire... awakens._ The Lizardmen shivered as they felt the rise of demonic power. Moka's new appearance was both sexy and intimidating. Her crimson eyes gazed arrogantly at the 3 reptiles before she turned her attention towards Cannonbolt. **"Another one? Ben Tennyson, you are full of surprises"** said Inner Moka.

"I aim to please" grinned Cannonbolt.

_'Is that... Moka's vampire form?'_ Thought Yukari.

"Look, her hair! Don't you know dyeing hair is against school rules?!"

"And that skirt is way too short, that's a clear violation!"

The 2 cronies lunged toward the group. Cannonbolt curled up and ran into one, Kurumu flew towards the other and kicked him, sending both into tree trunks'.

"They beat them that easily? Impossible" said the Class Rep.

**"Pretty pathetic if you ask me, ganging up on a child. Your not even worth our time, the only power you losers have is by preying on the weak"** said Inner Moka.

"You bitch! Having too much strength is against SCHOOL RULES!" Roared the Class Rep, lunging at Inner Moka with his jaws wide open. He didn't get to do what he intended as Inner Moka kicked his teeth in... and out.

**"There's only 1 rule... to LEARN YOUR PLACE!"** With that; he was kicked toward a nearby lake, skidded over it like a rock and slammed into at tree trunk that was in the water.

"Ok... you win... I'll stop now..." he said while sinking.

**Kou:** This fight was over in a mere 1 minute, 15 seconds. WHEEEEE!

"Wh…why? Why did you come and help me?" Asked Yukari.

"We may not have gotten off on the right foot, but that doesn't mean we can't be friends" Kurumu sighed.

"Yeah," Ben smiled, changing back to human. "I'm pretty much the odd guy out being American. I really wouldn't mind being friends, I thought we got along pretty well." Yukari blinked, then started sniffling, then broke out crying loudly. She was so happy at this point. She wouldn't be alone or lonely anymore. She finally had friends who liked her. Yukari then asked, " So, Ben... what is that watch?"

Ben figured now was a good time to fess up, he once again explained what the Omnitrix was. It had taken him a good 15 minutes to explain the complexities of the Omnitrix to Yukari... or at least an abridged version of it. "... and it allows me to access the genetic code of various aliens, adopt their forms and use their abilities whenever I need them" he finally finished.

"Aliens? I never knew they existed" said Yukari.

"I was surprised too. Thought I was on fire" agreed Ben, knowing how unbelievable his story sounded, also chuckling at the memory.

**"But you must swear to never tell anyone, it's for his safety"** said Inner Moka.

"Don't worry, ma'am. Of course I'll keep it a secret" Yukari beamed. Inner Moka walked over to Ben to get back her Rosario. As she attempted to take it, Ben tightened his grip on it.

"Awwww, you do care" said Ben.

Inner Moka was caught slightly off guard, but didn't show it. Instead, she smirked at her human 'friend'. **"Keep thinking that, Tennyson. Keep thinking that..."** she said, placing the Rosario back on her choker and changing back to pink-haired Moka.

-TIME BREAK-

A few days passed by; and Moka, Ben and Kurumu were carrying boxes to their classroom for Miss Nekonome. "I said I'd carry all this for you guys, I could just go Fourarms and..." Ben was saying.

"No thanks, sweetie. We girls can handle a few boxes of journals and supplies" said Kurumu.

"That's nice of you Ben, maybe with a heaver load next time" said Moka.

"Alright. So Yukari is getting along with her class now? Haven't heard from her in a while" asked Ben curiously.

"Yes," Moka nodded happily. "She apologized for pulling so many pranks on her classmates and she's been doing better."

"That's good, at least she won't be bullied anymore" Ben nodded. Shifting the box to one arm, he opened the door and...

"Beeeeeennn!" A young voice called and tackled Ben.

"Huh?" The succubus and vampire said, at a loss for words.

"So how's my future lovers?" Yukari asked. "Uh, lovers?" Asked Moka.

"Yeah! I'm already in love with Ben, now I'm madly in love with you too Moka!" Yukari said, leaping up and groping Moka's breasts. "When Moka changed into her vampire form, I got all warm inside and didn't feel like a kid anymore... and weren't these a little bigger?"

"Now, hold on a second!" Ben gaped.

"Fine, you can keep her, but Ben is mine and don't forget it!" Stated Kurumu, jumping over to Ben and grabbing his arm.

"Hey! Let go of him, he's mine!" Said Yukari, ceasing her grope session and tugged on Ben's other arm.

Watching this, Moka's expression darkened and an anime-style vein popped out of her head. "Both of you are wasting your time... BEN BELONGS TO ME!" She shouted, leaping toward the group.

"M-Moka, wait don't bite me!"

CHUUU!

"AAACCCCCCCKKKK!"


	4. Chapter 4

**Kou:** Just another day at...

"ARRRRRRRRGGGH! I DON'T GET THIS!"

 **Kou:** Woah, not the intro you expected, eh? WHEEEEE!

"Calm down, titty-pie! That's the only way to solve this" said Yukari. Currently, everyone is in Ben's dorm room doing homework. Since they shared the same class schedule anyway, they decided they'd to study and do homework together. Yukari offered to help Kurumu with her math, but both girls were having trouble. One was trying to tutor the best she could, while the other just complained up a storm.

"Well teach me another way, little miss number 1! You gotta have a trick to solve this, or a magic spell or something" said Kurumu. She tried hard, but she could never take her schoolwork seriously. Honestly, all she was interested in was Ben, her proclaimed 'Destined One'.

"Come on, Kurumu it can't be that bad" said Ben, trying to comfort her.

"Oh yeah? Then YOU figure it out, smart-ass!" She snapped.

"Alright then" Ben smirked, turning on you-know-what and scrolling through it. "Challenge accepted" he pressed down on you-know-what and flashed in you-know-what-color.

"BEN?!" Shouted the girls, it looked like he disappeared.

"Down here" said a squeaky voice. Where Ben was standing moments ago, was a grey frog-like thing that was only 4 inches tall. It had large green eyes that also had horizontal eyelids and rectangle-shaped pupils. It was even wearing the Omnitrix jumpsuit expect unlike other aliens they've seen Ben become, he had the Omnitrix symbol on his back as opposed to his front side. To the monsters', this was the most stereotypical alien in the book.

"How's an ant gonna help me? Lift 10 times its weight in pencils?" Asked Kurumu.

"At least you know that..." mumbled Yukari.

"This guy may not look like much, but there's a big brain in this small body. Grey Matter's _Math for Dummies_ , is now in session" said Grey Matter, jumping up on the table.

( **AN:** Theme Song.)

**Chapter 4: Diamondhead-ed Fan Boys + Vampire**

"... add this, subtract that, times the square root of this guy aaaaaaand; there ya go" said Grey Matter. Kurumu was amazed, but even more confused... it didn't help that a small alien was explaining things in technical terms either. Yukari was the only one who could really get what he was talking about, Moka had an inkling of it, Kurumu was completely lost.

"Wow! I never thought of doing the problem that way before! It's so much easier" Yukari gasped in delight.

"Well, I'm known for thinking outside the math book" Grey Matter grinned.

 **Kou:** WHEEEEE, almost forgot! Grey Matters' or Gavlans' are hailed as the most intelligent species in the universe. Masters of technology and science, they can make anything out of spare parts and can identify functions of machines by merely looking at them. In fact, a Galvan invented the Omnitrix. They also have a "prebrain" in case the main one is incapacitated, though it only controls basic functions. WHEEEEE!

"I'll never get this" Kurumu moaned sadly, laying her head on the table.

"Don't say that, anyone can do it if they think the right way" said Grey Matter.

"That's true, try to think of something fun. That helped me when I was having trouble" said Moka.

"Riiiiiiiight," Kurumu pouted. "And just what do I think of to make MATH fun?"

DING!

A light bulb went off over Grey Matter's head, how silly of him! Even though he thought outside the box, he wasn't out far enough for Kurumu's thought process.

"How about this?" Asked Grey Matter. "A succubus' Destined One agrees to go on a lunch date with her for every B- or higher she earns on homework and tests," He points to the first number on the question. "Substitute this number for the B-'s and higher," He then points to the second number. "And this one for the C's and lower. If she square roots the total grade of said assignments, how many dates did she and her Mate of Fate go on?"

Kurumu's eyes brightened and she tried the problem again, finishing under 30 seconds. "Hmmm..." Grey Matter said, checking her answer.

"Let me guess, wrong again?" Sighed Kurumu.

"Nope, you got it" Grey Matter answered. "WHAT?!" Shouted the girls.

"Lemme see that!" Said Yukari, snatching the paper. "... I don't believe it... she's right" she admitted. Kurumu was dead silent for about 10 seconds, blinking all the while. "...YAHOO-HOO! I DID IT!"

Grey Matter jumped back to the floor and flashed green, growing back into Ben. Kurumu lunged over and hugged him. "I did it, sweetie! I figured it out, and it's all thanks to you!" She said, kissing Ben's cheek. Moka didn't know why, but why did she feel the urge to choke the succubus all of a sudden?

"Like I said, outside the math book" Ben said with a smile on his face.

-TIME BREAK-

The next day at school, Ben and Moka were on the school roof talking. "So Ben, you weren't yourself in class today. Is everything alright?" Asked Moka, concerned for her friend.

"Huh? Oh, nothing. Kurumu needed more help, so I stayed up a little later than usual" said Ben, although he felt Kurumu was acting dumb just to spend more time with him. If there's one thing she's good at, its faking.

"Aw, that's so nice of you. But listen, if your ever in trouble, please talk to me. B-because... you and I..." said Moka, starting to blush.

 **Kou:** Queue the corny love music, WHEEEEE!

_La, la, la, la, la, laaaaaaa... La, la, la, la, laaaaaa..._

"Ben."

"Moka."

"Ben. You... smell good."

"Thanks... uh, what?"

"Just a taste... ok?"

"Sigh... just a sip."

"Thank you..."

"NOOOOOOOOOO!" Said Kurumu, popping out of nowhere. "Listen Moka, you've been drinking from Ben way too much. It's no wonder he's been out of it today!"

"Oh, I didn't suck a lot of blood lately" said Moka, innocently. "It's fine, Kurumu. I don't mind meeting her needs" said Ben, suddenly looking older than he was because of wrinkles due to Moka's eating habits.

"OH, BEN!" Said Moka, with stars in her eyes.

"Oh really? Well, I have needs too" Kurumu said, using her Love Charm spell on Ben. She proceeded to rub her assets on his chest, and he didn't move a muscle.

"STOOOOP! If you kiss him, Ben'll become your slave!" Complained Moka, popping up in the same fashion as Kurumu did moments ago. This appeared to have gotten Ben out of Kurumu's spell, or maybe she didn't put much power behind it as she did when they first met. It was hard to tell.

"You say it like its a bad thing..." Kurumu smirked. Luckily, the bell rang to signal that the next class(es) was starting.

Ben looked down at his Omnitrix. "Oh! Look at the time, we should get going" he said, not wanting to deal with this right now.

-TIME BREAK-

Later on, Ben was walking in-between classes, whistling a tune. While minding his own business, he was interrupted by a voice from behind. "Ben Tennyson!"

He blinked and turned around to see who was talking to him. It was 3 students, with tears streaming down their faces for some reason. One was tall with glasses, the second looked completely average, and the third was short and pudgy. "Uh... can I help you?" Ben asked.

"Our eternal rival!" Glasses shouted, pointing at Ben.

"We'll never forgive you!" Cried Pudgy.

"Today is the day we declare war!" Average finished.

"Huh... eternal rival? Declaring war?" Ben blinked again, not getting what was these guys' deal.

"You don't know?!" Cried Average.

"You're bothering our goddesses!" Growled Pudgy.

"We won't tolerate it anymore!" Roared Glasses. The trio tossed off their jackets, revealing the most hideous pink coats that Ben ever seen. They were so tacky, almost too painful to look at. He had 1/2 a brain to tease them about it, but that probably wouldn't be helpful. He should've gotten used to this by now, Yokai Academy was a strange place after all.

"Wait, don't tell me..." Ben started, slowly starting to understand.

"That's right! I am the President of the Moka Akashiya Fan Club, Kouzou Kasahara!" Average announced.

"And I'm the President of the Kurumu Kurono Fan Club, Bosaburo Taira!" Pudgy continued.

"And me... I'm the President of the Yukari Sendou Fan Club, Kubasaki Nagai!" Said Glasses.

"TOGETHER WE ARE THE CUTE GIRL FAN CLUB COALITION!" The 3 geeks finished. Ben gaped as wind blew, a tumbleweed also blew by.

...

...

...

"I don't have time this, see you guys... never." Ben said.

"Don't think you'll escape us that easily!" Kubasaki shouted, raising a megaphone.

"Our vengeance will be painful and swift!" Bosaburo added, raising his own megaphone.

"Prepare yourself, Tennyson! CHAAAAAARGE!" Kouzou finished, raising his megaphone as well.

"What the hell's going on?" A new voice called out. It was Kurumu, who was walking with Ben's other friends. "Oh, hey girls" Ben waved, ignoring the Fan Club Leaders.

"Did they hurt you, Ben?" Asked Moka. "What, these guys? Nah, I'm fine" Ben smiled.

"You sure?" Asked Kurumu. "Positive, they couldn't hurt a fly" nodded Ben. "I'm so glad!" Beamed Yukari, hugging Ben. Seeing the exchange, the Fan Club Leaders' faces fell. Before they turned away and left, they glared daggers at Ben, vowing revenge.

-TIME BREAK-

"Cute Girl Fan Club Coalition?" Repeated Moka. She, Ben, Kurumu and Yukari were currently eating lunch together.

"Your fanboys, apparently. Bunch of weirdos if you ask me" explained Ben.

"Well if they try and bother you, you can always 'Go Hero' and take care of them" said Kurumu, placing a hand on his wrist where the Omnitrix was, but not touching said object.

"Tempting, but I prefer to use the Omnitrix for emergencies... and homework" Ben said.

"They don't seem like much of a problem" Yukari said. "Yeah!" Kurumu agreed with a smile. She then turned thoughtful. "Still, I recognized one of those guys."

"Oh yeah?" Asked Ben. "From where?"

Kurumu began to think back. "Well..."

-FLASHBACK-

_Kurumu was walking down the hallway towards the cafeteria. She wanted to get there so she could meet Ben and hopefully snag him before the other two could. He was one tough cookie sure, but she would wear him down eventually. And with the baked treats that she had made the previous night, there's no way she could fail!_

_As she was walking, she felt like someone was watching her. Turning around to check, she spotted a pudgy guy leaning against the wall in a 'bishonen' pose that one would see out of anime or manga. It didn't really work for him that well._ _Kurumu ignored the odd boy and continued on her way. She had more important things to do, like giving Ben her cookies and making sure she would be the one to win his heart!_

_A little later, feeling like she was being watched again, Kurumu turned around. She saw the same pudgy guy from before leaning against another wall in a different pose. Now feeling extremely disturbed, Kurumu made tracks at a quicker pace._

_During P.E., she was stretching to make sure her body wouldn't cramp up on her. Bending over, she looked at some bushes that were behind her and her eyes widened in shock. That guy was back again, still posing!_

_The final straw came when the busty succubus came out of the girls' washroom. Coming out into the open air, she gaped when she spotted the stalker from before hanging out in front of the washroom. He was in another pose, holding a flower!_

-END FLASHBACK-

"He gives me the creeps," Kurumu shivered

"Shouldn't you have told one of the teachers or something? This is serious, stalkers can be pretty dangerous" Ben asked with some concern.

"No need. I got you, hot-stuff!" Kurumu giggled while hugging Ben's arm.

"Hey!" Yukari cried. "I had to deal with a stalker too!"

-FLASHBACK-

_"Oof, heavy" Yukari huffed. She was bringing a pile of items to class that day. She decided to try it without magic. "Maybe I can ask Ben to use Fourarms or something..."_

_KA-CHAK!_

_"Huh?" The tiny witch blinked. She turned around to see what the noise was. She found a skinny guy with glasses holding a camera up to his face in her direction._ _"Hey! Who do you think you're taking pictures of?!"_

_"Huh?" The student blinked, coming to reality. "Oh! I'm taking pictures of our ever-changing school! Its part of my duty as a member of the photography club!"_

_He tried to 'prove' his statement by taking random-ass shots of everything in the vicinity. Because of his terrible cover-up, Yukari had a hard time believing it. She just sighed and continued taking her stuff back to class._

-END FLASHBACK-

"Okay, who do these guys think they are?" Ben frowned. These guys sounded more than simple fanboys.

"Like you said, just some obsessive fanboys. What about you, Moka?" Asked Kurumu.

"Well... I didn't notice anything out of the ordinary" Moka answered honestly.

"Who knows what those morons will do next?" Asked Ben.

-TIME BREAK-

Later that evening, Ben was leaving the school grounds with a full bag. As much as he liked Yokai Academy, he still missed home. It'd been awhile since he saw Gwen, his parents and Grandpa Max. Sadly, with the bus schedule, he couldn't go home as often as he would like. But since a month had passed, it should arrive sometime that evening. "Cleaning up, cleaning up! Everybody, everywhere! Cleaning up, cleaning up! Everybod... huh?" Yukari was using her magic to play around with brooms and dustpans, when she noticed Ben leaving the school gate.

Meanwhile, Moka and Kurumu were on the roof. They were having a chat when Yukari came running towards them. "MOKA, KURUMU!" The witch yelled.

"Yukari, what's the matter?" Asked Moka.

"I just saw Ben while I was sweeping up, it looked like he was leaving campus and he had a serious look on his face!" Said Yukari.

"Ben, leaving? Why would he do that?" Asked Kurumu. Of course, only 1 monster knew a possible answer. that monster being Moka. But that couldn't be it, right? He wouldn't leave them... would he?

"I don't know, but he was also carrying a big bag, like he was going somewhere" said Yukari. **"He what?!** " Asked Inner Moka from the Rosario, in an emotionless tone, but still held surprise.

"Oh no! If he had a packed bag, then he's planning on leaving school!" Moka exclaimed. ( **AN:** Yukari and Kurumu did NOT hear Inner Moka just now. I don't think anyone but Outer Moka can truly hear her from that cross. I've noticed that's a recurring theme in Rosario+Vampire fics, the other characters seem to magically hear her speak, mostly Tsukune though)

-TIME BREAK-

Back to Ben, he was waiting for the bus to arrive. "It's almost time..." said Ben.

"And just where do you think your going, punk!" Said a familiar avenge-sounding voice. _'Oh, great...'_ thought Ben, pretty sure who it was. Turning around, he saw the 3 club leaders in their tacky pink uniforms.

"Now that we're off campus..." said Bosaburo. "We'll make sure you never bother our goddesses, again!" Finished Kubasaki.

"Umbrella!" Kouzou placed his megaphone over his head, covering his upper body, and a single eye appeared along with a mouth and hanging tongue. He was a Kasa-obake.

"Blob!" Bosaburo's face lost all its facial features, and his belly was hanging out. He was a Nuppeppō.

"Neckie-neck!" Kubasaki's neck stretched long and became triple the height of his body. He was a Rokurokubi.

Ben blinked. "Those are your monster forms?" He asked. He knew these guys were weird, but he didn't think they're true forms would be weirder.

"We know, we're Low-Class monsters" said Kouzou.

The chicks always go for the bad-ass ones" said Bosaburo.

"We don't stand a chance looking like this" said Kubasaki.

"But if we defeat a High-Class monster like you, the girls will be swarming around us. Now get ready to die!" Said Kouzou. Ben went to activate the Omnitrix.

"Leave him alone, dorks!" Looking up in the direction of the voice, the 4 boys saw Moka and Yukari being carried by Kurumu (the one who spoke), heading toward them.

"Ben! Are you alright?" Asked Moka.

"I'm fine, I got this" Ben answered, continuing where he left off.

"All by yourself?" Asked Yukari.

"Well, I've been told I have a hard head" Ben answered, pressing down. He grew taller and filled out with muscles, while at the same time green crystal began to cover his entire body, 2 crystal spikes shot out of his back as well. When the change was complete, a green crystal skinned humanoid in a half black and white sleeveless suit with yellow eyes now took Ben's place. The Omnitrix symbol was on the right side of his chest.

"DIAMONDHEAD! Heh, see what I did there?"

 **Kou:** Diamondheads', better known as Petrosapiens', are an extinct alien race with only 2 remaining, both male. As Ben's name implies, these guys are hard as diamond itself, they can even manipulate it at will. Creating weapons, launching spears or shards out of their hands and can regenerate broken limbs. Their also immune to most physical attacks, though sonic vibrations can shatter them too pieces. WEEEEE!

"That's not one of the forms we heard about!" Kubasaki cried.

"Don't worry about it, we'll just blow him away!" Kouzou cried, spinning his umbrella head, blowing... well, wind. The girls pulled their skirts down to try and cover themselves, Diamondhead just stood there with his arms crossed and foot taping.

"Look, as much fun as this might be, the bus is gonna arrive soon, and I don't have time for your nonsense" the Petrosapien said, lifting his hand and launching crystal shards. 2 of the fanboys cried out in pain as the crystals cut them, but they bounced off Bosaburo.

"Ha! I've proven superior to your power, Ben Tennyson!" Taira laughed. Charging (mostly waddling) at the bored Petrosapien, he attempted to bring him down. Sadly, his was stopped when Diamondhead grabbed his shirt and lifted him up. Bosaburo gulped as he and Diamondhead stared eye-to-eye. "Well, you guys are persistent, I'll give ya that" Diamondhead sighed.

Kouzou yelled a battle cry as he hovered down from above. He landed on Diamondhead's arm and started stomping on the limb that was containing his friend. Sighing, Diamondhead punched upward with his other arm, sending the umbrella-like creature skyward, returning to the ground next to Kubasaki. A few seconds after that, Diamondhead used his other arm to shove the blob-like creature back as well. The neck-stretching creature coiled around Diamondhead, though said alien didn't feel much.

"Let's see you squeeze your way out of this, Diamond-breath!" Said Kubasaki.

"It's Diamond-HEAD" said Diamondhead, making spikes grow around his body. Not only did this hurt Kubasaki, it pushed him outward, giving the crystal alien a chance to escape. He punched the skinny neck-grower, sending him back to his friends. "You guys done yet? This is getting pathetic" said Diamondhead. The 3 fan club stalkers gasped.

"Wait, your calling us pathetic?" Asked Kouzou. "Not just that; but ugly, no-good, disgusting, perverted, monster trash too?!" Asked Bosaburo. "Uh... what?" Asked Diamondhead.

 **Kouzou:** Well don't you worry...

 **Bosaburo:** Cause its time for our...

 **Kubasaki:** Super Secret Angry Amalgam Attack!

 **All 3 of them** : HUZZAH!

As they made contact, Diamondhead's world was filled with light. He had to shield his eyes for a moment as the glare died down. When it did, he got a surprise. Instead of 3 monsters, a giant one stood in their place. He had a large fleshy body with a face on the chest. His back held an umbrella while the head on his shoulders had brown hair and a single eye. The same head was also on a long neck. "Not so pathetic now, are we?" This... thing gloated. ( **AN:** I'm gonna call him "Amalgam" from this point on)

"Whoa... crap" Diamondhead gaped.

"Ben!" Diamondhead heard; turning his head to see Moka, Kurumu and Yukari approaching. "Stay back! This is dangerous! GAAAAAAAHHHHHH!" Diamondhead shouted, getting punched by Amalgam. He was sent into the scarecrow sign and into the tree next to it. "Ow... damnit" he continued, cursing himself for not paying attention.

"Ben! Are you ok?" Moka cried as she reached her downed American friend first.

"I'm fine" Diamondhead grimaced, standing up. "But you three have to get away. This guy means business!"

"No way! You're my Destined One, I'm not just going to abandon you!" Kurumu cried.

"You fought for us, we'll fight for you!" Yukari said, nodding in agreement.

"Please, let us help you" Moka said.

"It's me they want. Sorry but I can't... ugh" Diamondhead answered, holding his chest where Amalgam punched him. He went down to one knee, his free arm grabbing and pulling a certain piece of jewelry off someone's neck. "Huh?... Did it again, didn't I?" Asked the alien who, after looking down at the item in question, looked at the reader of this fanfic.

"Where'd that bright light come from? What just happened?" Asked Amalgam, shielding himself from the blinding rays.

( **AN:** Queue the... well, you should know at this point.)

 _When the rosary seal over her breast is removed, Moka's innocent self vanishes, and her inner vampire... awakens._ **"Ugh, who woke me up now?"** Asked Inner Moka.

"Look! Those cold, yet beautiful eyes... that silky, silvery hair... the fangs. It's her... our true idol has arrived! The goddess who descended from the heavens above! WE ADORE YOU, AND WE HOPE YOU WILL RETURN OUR LOVE!" Said Amalgam.

 **"Humph,"** Inner Moka frowned as she took in the sight. **"Seems like trash is trash no matter where you go."**

"Such cold-hearted words, my goddess. Thank you madame, may we have more?" Asked Amalgam. Inner Moka was about to step forward when a green arm stopped her.

"No Moka, this is my fight" said Diamondhead, getting up. It appeared the damage had repaired itself, but it was clear that Diamondhead was still feeling the pain.

 **"Who the hell do you think you are? Stop trying to impress me and being a..."** Inner Moka was saying.

"Hero? Yeah, that's what I am. Look Moka, I get it. There's 2 of you somehow and you may not think we're friends, so I'm gonna tell you something only a friend would know. Your very prideful and never back down from a fight. But these guys are, and I quote, _not even worth your time_. Let me handle it, I'm not the weak human you take me for. The aliens in this thing aren't my DNA... but it's still MY body" said Diamondhead, whispering the human part so only she could her.

Inner Moka had to admit, either this human was very brave or plain crazy. She had half a mind to teach him his place. But something inside her... something inside her chest... told her too drop the subject and let it go. **"... Fine... if he defeats you though, I'm kicking your ass to school and back, then to school again** " said Inner Moka, looking away.

"Deal" said Diamondhead, approaching Amalgam.

 ** _'What's wrong with me? I could have easily forced him down, yet I gave up...'_** thought Inner Moka. Maybe her other half influenced it? Yeah, that was it... probably.

Diamondhead flashed green and turned back into Ben, he then walked up the trio-monster. "Hahaha! Giving up, tiny boy?" Asked Amalgam. Ben smirked, getting his Omnitrix ready again for it still had some energy left. "Nope, its just time for a BIG finish."

Amalgam covered his eyes due to the bright light at close proximity. The girls didn't need to, and were shocked beyond belief at what they saw, even Inner Moka's stoic expression cracked. Amalgam looked as the light died out, he saw a red and white leg. Looking up...

"WAY BIG!" Said Ben's newest form. Not only was he humongous, but looked quite powerful.

"Uh... can we get a timeout?" Asked Amalgam, shaking.

"As a friend of mine would say, you can know your place!" Said Way Big, simply kicking him off into the distance.

PING!

 **Kou:** Wow, what a long showdown! This episodes climatic fight came in at a whopping 3 whole minutes! WHEEEEE!

Way Big flashed green and he turned back to normal Ben Tennyson. "Told ya I'd handle it" he said.

"Yahoo-hoo! I knew you would do it, Ben! Never doubted you for a second!" Said Kurumu, hugging him. Not wanting to be left out, Yukari also leaped in too. Inner Moka, back in her normal expression, walked up to Ben, making Yukari and Kurumu back off.

 **"Ben"** said Inner Moka.

"Yeah?" Asked Ben, casually. True her tone was scary at times, but he's learned how to deal with it somewhat.

 **"You leaving doesn't work for me,"** She started, walking past the Omnitrix teen, who gaze followed her. **"If you weren't around; that would mean no more meals for yours truly, now would it? And... it'd make her cry. The other Moka that is, it would break her poor little heart"** Inner Moka finished.

"Hmm?" Ben went, cocking an eyebrow.

"Moka NOT sinking her teeth into you everyday would be a good thing. But we love hanging out with you, Ben. We can't just let you go" said Kurumu, gently hugging Ben's arm.

"She's right! Please, please don't leave us!" Shouted Yukari, grabbing his other arm. After a moment of taking this information in...

...

...

...

"Guys... what are you talking about?" Ben questioned. The girls' eyes widened, including Inner Moka's. He wasn't leaving?

"Y-your not leaving?" Asked Kurumu. "No! Who told ya that?" Ben asked.

"But... what about that bag?!" Said Yukari, pointing to said object. Ben went to pick it and opened it to reveal it wasn't stuffed with clothes or anything needed for survival, but instead crammed full of letters.

"It was to carry all these letters I wrote. I wanted to ask the bus driver if he'd mail them for me. I can't ever leave you guys, life would get pretty boring" said Ben, breaking into a smile.

"Soooooooo... you leaving wasn't real?" Asked Kurumu.

"But a matter of Moka jumping to conclusions inste..." said Yukari. All 3 of them looked at Inner Moka, who just turned anyway, pouting as the bus pulled up. **"Humph."**

The bus doors opened, the driver assuming he was picking up a passenger. It was actually the same driver Ben had the last time he went on the bus, what where the odds? "Fancy seeing you again, kid. You finally had enough of Yokai Academy and ready to head home?" Asked the Bus Driver.

"Yeah, you wish," joked Ben. "Actually, I was wondering if you could do me a small favor?"

The Bus Driver took a whiff of his cigarette before responding. "Sure. Got nothing else better to do than driving back and forth between dimensions all day."

"Yeeeeah, I'm sure. Do you mind mailing these for me? There for my Grandpa" Asked Ben, handing the driver all the letters he wrote that were wrapped up in a thick rubber band. The driver looked at them for a moment before taking them gently.

"Not a problem. I'm actually going that way away" said the Driver.

"Thanks allot, sir. I'm sorry I took up some of your time" said Ben.

"Heh, don't worry about it. Besides, I'll be coming and going more often anyway, due to high demand" the Driver said.

"Alright, so it all worked out. See ya!" Said Ben, getting off the bus. Just as he stepped off the final step and on the monster world ground again...

"Hey..." the Driver called, getting Ben to turn again. "Keep up the good work, kid. Your making progress..." he said. Ben stared at the strange driver in confusion. It may have been he was congratulating Ben due to being a student, but the drivers tone seemed to be suggesting something else...

"What's that supposed t-?"

SLAM!

Ben didn't get to finish his question due to the bus door closing shut, the engine reeving, and driving off through the same tunnel it came through. The driver also honked the horn in goodbye as he vanished into the darkness of that tunnel. What was that all about, Ben wondered?... Maybe he was overthinking it. After giving his mail to the bus driver and rejoining his friends. He noticed Moka's Rosario on the ground, and picked it up. Inner Moka walked up to the human, snatched it, and pick it back on without a word. Pink-haired Moka reappeared and fell unconscious into Ben's arms. Picking her up bridal style, the students headed back to Yokai Academy.

-TIME BREAK-

As the Bus Driver was driving down the dark tunnel, he was chuckling to himself. "Heheheheh... everything's going according to plan so far, unlike the last time Mikogami tried this shit. Ben Tennyson, you may have chosen this path, but you've also picked the long and twisted one. When the truth finally comes out... what will you do?... What will you become?"

As he said this; as Ben was carrying Moka with Kurumu and Yukari walking alongside him back to Yokai... his Omnitrix glowed dark green...


	5. Chapter 5

At a field at Yokai Academy, Ben had a soccer ball at his feet, kicking at it as he ran. Flanking him were JT and Cash... wait, how did they end up at a monster school? Regardless, they were trying to get the ball from him, not a chance in hell. When they both tried to trip him, he jumped and continued to run, snickering as the two collided and stumbled. The goal was in sight and with a single kick, he sent the ball sailing through the air and into the net of the goal. The crowd cheered as Ben had just scored the winning goal for his team.

"Here, Ben" said a pink-haired girl, handing him a bottle of water as they were alone together after the game was over. "Thanks, Moka" Ben said as he took the bottle.

"Ben, you were... amazing out there" said Moka softly.

"Moka..." he smiled at her.

( **AN:** Queue sparkly background, without the music.)

"Ben..."

"Moka..."

"Ben..."

They leaned in closer to each other, and Moka wasn't going for his neck! Jackpot! They got closer... and closer...

WHAM!

Ben awoke by a chalkboard eraser to the head. Snapping his eyes open, he looked to see Miss Nekonome glaring. "I hope my class isn't boring you, Mister Tennyson" the cat woman teacher said.

"Er, n-no ma'am" Ben shook his head, straightening himself up in his seat. He could hear his classmates snickering and even Moka was giggling too.

 **"Idiot..."** said Inner Moka from the Rosario. Ben frowned but then it quickly turned into a smile as he remembered the dream, didn't stop the throbbing in his head though.

"Now then," Miss Nekonome smiled. "Because our school is made much like human schools, joining a club is mandatory in our curriculum. That way we will be able to join the human world much more easily."

If Ben still wasn't straightened out, he would have snapped up. What a coincidence, he just had a dream about a sports club! Talk about a premonition! Maybe his dream to ask Moka out would come true sooner than he thought, this might be the best day ever! "And remember, don't reveal your monster forms unless its an emergency" Miss Nekonome reminded.

"Uh, sensei," one student called as he raised his hand. "Your tail." Miss Nekonome blinked. She looked at her behind and spotted her tail.

"RAWWR!"

"Gyaaah!" The student suddenly cried, his face suddenly covered with scratches. Ben gulped, he didn't even wanna mention her ears were poking out. Luckily, the bell rang. _'Whew, talk about saved by the bell'_ he thought.

( **AN:** Theme Song.)

**Chapter 5: Swimming with the Ripjaws + Vampire**

"C'mon, Ben! Let's see what clubs are out there!" Moka smiled as she took her friend's arm. "Alright, I'm coming!" Ben nodded.

Classes for the rest of the day were cancelled because of the Club Fair. All the school's clubs had set up booths to advertise their clubs and to draw in new members. Ben looked around with a look of wonder and amazement. If he didn't know better, he would think that this really was a human school.

"Ben, have you decided on a club yet?" Asked Moka. "Well, I was hoping to join the soccer team" he answered.

"Oh, you play, right?" Moka said, remembering when Ben once told her about his life in the human world.

"Was a MVP one time" Ben boasted.

"Well, if I was going to join a club, I wish it was with you" said Moka honestly with a blush. Ben blushed too.

"Let's look around for a bit, Ok?" Smiled Ben. The vampire and her human friend proceeded to find a club to join together.

The Photography Club liked to take pictures of ghosts, though Moka wasn't too thrilled about it. There was an Acupuncture Cub, but neither student wanted to be poked for any reason. The Mummy Club... how a bunch of guys wrapped in toilet paper managed to become a club was a mystery itself. The Chemistry Club had proclaimed love for Moka, hoping to make love potions with, or rather FOR her.

"Doesn't this school have 1 normal club?" Asked Ben.

 **Kou:** That's a dumb question, WHEEEEE!

A commotion nearby caught Ben and Moka's attention. There was a bunch guy people, mostly boys, crowded around a particular booth.

"Girls in bikinis!"

"It's a dream come true!"

"And one of them's a hottie!"

"Are you both looking for a club to join?" A beautiful girl with aquamarine hair asked Moka and Ben. She was in a bikini and sarong, and she was incredibly sexy. "I'm Tamao Ichinose, 2nd year student and President of the Swimming Club. You're Ben Tennyson, right? I've heard a lot about you" she said, walking up and introducing herself, much to the chagrin of the drooling men.

"You have?" Ben blinked.

"There's a lot of rumors," said Tamao, leaning in closer. "They say you change into different monsters'... I wonder if it's true."

"Uhhhhh... Well, y-you now h-how things tend to get a little exaggerated," Ben said, getting a little red from the close contact. Moka wasn't liking how Tamao was being too friendly with Ben, one Kurumu was more than enough. She gave the older girl a dirty look before grabbing Ben's hand.

"Ben, let's look around some more. Maybe we can find the soccer team" she said.

"What a shame, looks like your girlfriend isn't too interested. Why don't you join us yourself?" Asked Tamao.

"Umm, no thanks. We'll find another club" said Ben, catching on that Moka wasn't exactly excited about it. He was confused why she seemed a little afraid too. Maybe Tamao was getting a bit too close for comfort, and the fact he didn't try to move away probably didn't help. In his defense, when a girl walks up in just a bikini, things can get distracting.

-TIME BREAK-

Ben and Moka continued their quest to find a club they could both join AND be happy with. After 8 or so, it was getting exhausting. "I guess the sports teams are set up somewhere else," Moka shrugged.

"Maybe. I guess I can go Ditto and..." Ben was saying, going for the Omnitrix.

"Still looking for that sports club?" A new voice asked. Ben and Moka turned to see Tamao's booth, she was still in a bikini and sarong. "I just saw them pack up and leave, afraid your out of luck."

"Darn, so much for that, huh Moka?" Asked Ben, but his vampire friend didn't get to respond.

"But my offer still stands, what do you say? How about you join the Swimming Club? We could use a nice, cute, stud of a lifeguard" said Tamao, getting close to Ben again. Ben was about to say no because of Moka's attitude towards her earlier, but the vampire jumped in and said: "We're both joining!"

-TIME BREAK-

"Oh... my... god" Ben murmured in English. He was sure he had been sent to heaven, pretty girls in bikinis as far as the eye could see. They were splashing and giggling with the boys who had come. Ben was tempted to pinch himself to see if he really was dreaming or not. Moka was the only person still in her uniform, looking extremely uncomfortable and skittish. Ben wondered what she was so nervous about, maybe she was hydrophobic or something?

No one noticed 3 boys spying on the club through the fence behind Moka.

"Aw man, look at the legs on that one."

"Don't focus on the legs, bro. Look at the tits, always look at the tits!"

"So um, when's Moka gonna take her clothes off?"

Moka didn't hear them talking, she was only focused on Ben with an anime-style vein above her head.

"Good, just like that" said Tamao, who was 'showing' Ben how to swim.

"Uhhhhh... ok" he said, blushing a little.

"Something wrong?" Asked Tamao, with a smile on her face.

"It's just that, Moka hasn't come in yet and..." he was explaining, but he was cut off by the feeling of softness against his back. Tamao pressed herself into Ben on purpose, mainly because she noticed Moka watching them from afar. He held a somewhat straight face, but his cheeks were another story. Moka felt like she's seen enough, she got up and started to storm away.

"Moka? Hey Moka, what's wrong?" Asked Ben, getting away from Tamao and moving toward Moka.

"Your just like any typical guy, gawking at girls in swimwear!" Said Moka, now upset. She really didn't know why, but she hated... no. _Despised_ seeing Ben with another girl, it made her chest burn. The fact he was allowing himself to be touched also wasn't helping.

"Moka, wait I..." Ben tried to explain, but Tamao swam up to them. "Your like 2 little kids, it's ridiculous. This is the Swimming Club, not the sitting club. If your not gonna swim, just leave" said Tamao, splashing some water at Moka's legs. She then ran out as quickly as she could. Ben was about to get out and follow her, but...

"YAHOO-HOOOOOOOO!"

A yellow blur flew through the air off a diving board and into Ben. "HI BEN! I joined the Swimming Club too, isn't that great?!" Said a certain succubus, landing on Ben and making a big splash. Ben coughed as he returned to the surface, getting air back into his lungs.

 _'Yeah, fantastic'_ he sarcastically commented to himself, but before he could say it out loud...

"And so did I!" Said a certain witch, tackling Ben and making another equally big splash, with her hat descending from the air. Ben got out right after that, trying to recover from his new coughing fit.

"Oh man, this was totally worth the wait!" Said the 3 peepers, still by the fence crying tears of joy.

"Sooo, Ben. Can you... teach me how to swim too, please?" Asked Kurumu, rubbing her hand on Ben's chest. Her... pillows, were also hugging his arm. Ben's face was beat red at this point.

"Oh, you like?" She smirked, doing a sexy pose that made her breasts bounce. She was in a yellow bikini that didn't leave much to the imagination. "Well, hopefully we can get some alone time later. Then I can take it off for you... the suits a little small, so my breasts are kinda squeezed right now" she said huskily, undoing the strap around her neck. That definitely got a reaction; Ben's jaw dropped.

 _'Can't she go a day without doing this?!'_ Ben asked himself... then again, that's like asking if his watch would ever stop timing out at the worst possible times.

"Ben! I want you to teach how to swim, k?" Said/Demanded Yukari, hugging Ben's free arm. She was wearing a standard school swimsuit, a one-piece. Seeing this, Kurumu and Yukari did an old fashioned tug-of-war between themselves over Ben.

 **Kurumu:** Let him go, Ben's mine and that's that!

 **Yukari:** Well I don't see your name written on his forehead!

 **Kurumu:** He doesn't want anything to do with small girls!

 **Yukari:** You know what they say, bigger isn't always better!

"Interesting, cause when I was your age, I was about this size, so don't give your hopes up" said Kurumu, making her breasts bounce again.

"Don't worry, I won't. The faster they grow, the sooner they sag!" Countered Yukari.

"Grrrrrrr... your telling me my boobs are gonna start sagging?" Growled Kurumu, with an anime-style vein on her forehead. Apparently, so was so proud of her large chest, it was also a weak point for her. "YOU BITCH, YOU TAKE THAT BACK!" Said the enraged succubus, pulling the witch into a headlock.

"Sorry, I don't speak cow!" Said Yukari, jumping on Kurumu and pulling her hair.

"I bet you don't even wear a training bra, do ya?" Asked Kurumu, insulting Yukari's lack of... unmentionables.

"At least I don't have utters weighting me down!" Snapped Yukari. Ben sweat-dropped at the sight.

"And to think me mis-transforming into Grey Matter was an overused running gag" said Ben, though no one heard him.

-TIME BREAK-

Meanwhile, Moka was walking in-between 2 buildings, then tripped on herself due to feeling very weak. She was sitting in the small alleyway, gritting her teeth in pain. She was also sparking like a spark-plug. The reason was because vampires, despite being one of the strongest monsters' in existence, also had the most weaknesses. One of them was water. Simply touching it gives them great pain due to its purifying properties; which is why Moka had to use special herbs to neutralize it so she could wash herself, brush teeth, etc.

Her Rosario then glowed and spoke to her. **"You fool. Why did you even go near the damn pool in the 1st place?"** Said Inner Moka.

"I just... wanted to be with Ben" said Moka.

" **Regardless, you know what water does to us. This body... is also my body. Don't push our luck, and don't get strung along by that jerk"** said Inner Moka.

"I thought... you liked him" said Moka.

 **"He's interesting... and tasty, but that's it"** said Inner Moka, going silent.

-TIME BREAK-

Back at the pool, a contest of some sort was starting. A stage was set up at the edge of the pool and fireworks were going off. Ben was watching, mainly because 2 girls forced him too. One of them ran out on the stage towards a microphone. "HERE WE GOOOO!" Shouted Kurumu.

( **AN:** You know what's next... SINGALONG TIME!)

_Boy, can't you see, what I do..._

_to get your attention and your time!_

_I don't bear these fruits, for just anyone_

_they bounce and bounce for you!_

_Ah-haaa!_

**Boys in the crowd:** _(cheering)_ AAAAAAAAAAHHHHHHHHHHH!

 **Ben:** _(sweat-drops)_ They think she's talking to them...

_I won't let go, of the hope..._

_That one day your heart could be all mine!_

_So I'll play it cool, be smooth..._

_strike a sexy pose and wait for my sweeeeeeet..._

_to notice meeeeeee!_

**Left MC Guy:** Amazing!

 **Right MC Guy:** Totally!

**Ben:** _(face palms) *smack!*_

_But then again, it seems your such a shyyyyy boyyyyyyyy!_

**Ben:** I resent that!

_Scared to look my way, when I'm trying to show you I caaaaaaaaaare!_

**Ben:** Yup, you sure show it... every-day.

_Yahoo, yahooooooo!_

_Sun, sun, sun! Think of us together under parasols!_

_Lying on the beach without a care at all..._

_and I'll be whisper-ing sweet no-things in your ear!_

_No, no, no!_ _No one else can ever love you more than me!_

_I love you so much that it's embarrassing!_

_Don't you see?_

_Look me in the eyes! And tell meeeeee..._

_you don't wanna give these melons of mine a squeeeeeeeze!_

**Left MC Guy:** Awesome!

 **Right MC Guy:** You got that right!

 **Ben:** _*sigh*_ Why me?

After her performance, Kurumu took a bow, put the mic back and walked off. Of course, she winked at a crowd of boys, making them have hearts for eyes, but Ben knew HE was her intended target. Suddenly, the music changed and Yukari ran out, using her wand to make the microphone pole disappear. "Ok everyone, MY TURN!"

_When you look at me, think you see a little girl..._

_treat me like I'm fragile and you handle, with care..._

_If you take the time to let this romance unfurl..._

_You'd see, my heart, has much to bare!_

**Left MC Guy:** Stellar!

 **Right MC Guy:** You betcha!

 **Ben:** At least this one's cleaner.

_So I use my charm and try to wave my magic wand..._

_aim directly at your heart and hope you'll play along! (Let's play!)_

_So I try, and I try..._

_but still, but still..._

_you never notice meeeeeee! (Dummy!)_

_Magical, magical! Magical, magical!_

_I've tried so hard to put you under my spell!_

_Why can't a_ _miracle, just make us magical, oh yes! No? Say you'll be mine!_

Just like Kurumu, Yukari also took a bow before making an exit. She did a twirl, making more boys go wild but again, Ben was the intended one. After that, other competitions were held. Obstacle courses, limbos, push-fests, races and even a ball-toss. The final contest was a horseback battle, better known nowadays as a chicken fight. Kurumu and Yukari got a little too much into it. Ben was just sitting by himself, Moka hadn't come back yet and he was getting worried.

"How could you be down in the dumps? Your surrounded by sunshine, games and beautiful girls in bikinis. What more could you want?" Said Tamao, coming over to Ben.

Ben figured she was joking. "Well, can't argue with that; it's just..." Ben would have said he was worried about Moka, but Tamao had other ideas. "Why not go for another swim with me? I'll make you feel better."

-TIME BREAK-

Back in the alleyway, Moka was still sparking. Not nearly as much as before, but was still in a bit of pain. Getting up, she started to head out of the alley when her Rosario spoke again. **"Don't even think about it. You wanna go through all that again?"** Inner Moka asked sarcastically, sensing her outer self's intentions to go back to the Swimming Club. **"End whatever relationship you have with the human, Moka. He's just like the rest of them, thinking only of himself and not giving a damn about you or any of your needs"** she continued.

This caused Moka to gasp. "NO! That's not true!" She immediately denied, thinking back to when she first met Ben. Even after she pushed him away, he came back for her when Saizou attacked her. After her ran out of power to change into aliens, he took it upon himself to protect her from Kurumu. He even went a step further and stopped her inner self from making a huge mistake, earning a new friend in the process. Finally, whenever she needed blood, he'd ALWAYS let her have a drink; even when she can't help herself, he NEVER held it against her.

He was different... he wasn't like the others!

Inner Moka had no counter for what her outer self was thinking, but she still spoke her mind. **"If you do return, you wouldn't be able to swim with the others."**

Moka started resuming getting out of the alleyway. "I don't care... I just... I wanna be with Ben!"

-TIME BREAK-

Tamao was "teaching" Ben how to swim again. After about 10 seconds of it, he let go of her hands. "Let's stop, I can't do this now" he said.

"Are you really that hung up on that Moka girl?" Asked Tamao. Ben didn't answer, he got out of the pool and headed to the locker rooms that were nearby. He was going to find Moka and talk to her. As soon as he opened the door and it shut, Moka climbed up the stairs.

"Ben? BEN?!" She called, but no one even bothered to look her way.

Screaming was then heard by Moka, Kurumu, Yukari and Ben.

Still in his swimming trunks, Ben dashed out of the locker room and back to the pool. He saw the Swimming Club girls biting the boys; turning them into dry, wrinkly husks. With no time to question how or why, he activated his Omnitrix but before he could select something, he was suddenly pulled into the pool by something wet and scaly.

"Sorry Ben, but I can't let you go. Don't take it personal, drawing men into water with our alluring looks and sucking there life force is sort of our thing, we are mermaids after all" said Tamao, in her monster form. Her legs were replaced by a large fish tail, which was most likely what dragged Ben back in, and her ears grew into fins of some kind.

 **Kou:** Quick monster fact: Mermaids are terrifying creatures, tales of these girls are well-known among sailors. In some legends, they bait men into the water with their attractiveness, where they feast on their life force. Guess you don't want them to be _"part of your world"_ anymore, huh? WHEEEEE!

"I've been watching you since day one, I caught your scent. You have such a strong, delicious, irresistible, human-like smell" Tamao explained. At this point, other mermaids circled around them, complaining that their president got a tasty-looking snack and asking for a bite. Ben tried to reach for his Omnitrix, but Tamao held him tight. Kurumu and Yukari sprung into action and tried to help, but they were blocked by more mermaids.

"BEN! I'm coming, Ben!" Shouted Moka, worried for Ben's safety and running towards the water. She hesitated for a second, but after seeing Tamao's mouth open to reveal 2 rows of razor-sharp teeth about to bite Ben, she continued.

BUZZZZZZZZ!

As soon as she hit the water, sparks starting radiating off her person. "Well, well. Looks like the rumors were true after all. No wonder little miss Moka didn't get in the water... she's a vampire" said Tamao, holding Ben as Moka was struggling in the water.

Ben gasped in shock, it all made sense now! In the movies he's seen, vampires couldn't cross water, so it only made sense they couldn't swim either! IDIOT! He mentally kicked himself for being so stupid, which he's sure Inner Moka would have done if she was out.

After a few more seconds of failing around like a baby in water, Moka sunk. "MOKAAAAAAAAAAAA!" Ben shouted. "Let... me... GO!" He ordered, breaking free of Tamao's strong grip. He didn't know how, but somehow he found the strength to get an arm loose from his 'fishy situation'... actually, that same dark green light appeared on his Omnitrix seconds before he got free. But that wasn't all; for the dial also moved to a fish-like alien on its own...

With Moka's life in danger, Ben just slammed the Omnitrix down without looking at which alien was selected. He just hoped he wasn't too late...

The flash of green light was blinding. Tamao was forced to let go of Ben and shield her eyes. Ben's skin changed texture, he grew claws and gills, and even a phosphorescent light sprouted from his forehead. If that wasn't enough, his teeth widened and lengthened, filling his entire mouth with jaws that looked even more fearsome than the mermaids'.

"RIPJAWS!"

 **Kou:** _(shivers)_ Woah, I'm almost too scared to t-talk about his stats and such, those teeth look like they could rip a car in two! A-anyway, t-this guys a Picciss Volann, better known as Ripjaws. L-like all of Ben's names that tend to state what exactly it can do, his jaws can literally rip anything to shreds, e-even deep water pressure-resistant metals like atmospheric diving suits! Their only weakness is that unlike mermaids, they get dehydrated very quickly out of water, so using Ripjaws for land combat isn't recommended. N-now I'm outta here, WHEEEEE!

Not wasting anymore time, Ripjaws dove underwater at speed exceeding a mermaids, using his own fish-like tail. _'Moka, you tried to protect me, even though it would hurt you. I'll get you out of this'_ thought Ripjaws, reaching for Moka. He caught her but as fate would have it, he accidentally ripped something off and bats flew from the sky into the pool.

( **AN:** Queue the Moka transformation music.)

As the bats flew in, the pool turned blood-red with a moon shinning in it. _When the rosary seal over her breast is removed, Moka's innocent self vanishes, and her inner vampire... awakens_. Pinkish light erupted from the pool, causing the water to splash out as if some 800 IB fat guy did a cannonball. The high school pool was reduced to a kiddie pool, around 3 feet deep.

 **"Ben... this is starting to become a real pain in the ass"** said Inner Moka, sparking, but her intense monster energy was also flaring. She was held bridal style by Ripjaws, who was standing on a pair of legs.

"Sorry I took so long, my hands were a little wet" Ripjaws joked.

"Your... so powerful. I never expected this!" Said Tamao. She heard the rumors of course, but didn't expect her to be _this_ powerful, especially after being completely soaked. Also, it appeared Ben had also became a mermaid-like monster himself; although rumors said he was a red orc, a green fly, a yellow pill bug, a green diamond humanoid, and a dog-like creature. What kind of monster was Ben supposed to be? "But your still a vampire, drink THIS!" Tamao continued, flicking her tail and splashing water toward the duo, mainly at Inner Moka.

"DRINK IT, DRINK IT, DRINK IT, DRINK IT!" Shouted the other mermaids, following Tamao's lead. Too bad Ben didn't transform into Ditto, he could have been in 2 places at once, or at least shield Inner Moka with all the copies he could make. Maybe even Cannonbolt again, but he wasn't good with slippery surfaces. There was only one thing to do.

"You can kick me for this later" said Ripjaws, putting Inner Moka down and dashing through the water. Inner Moka didn't know what he was up to, so all she could do was stand there and take the pain. Hearing one scream after another, she saw the mermaids were being pulled underwater before being hurled out of the pool one-by-one, and pretty quickly.

"Drink it yourselves, bitches!" Said Kurumu, kicking mermaids Ripjaws missed or didn't get to.

KLONG! KLONG! KLONG!

Multiple brass pans flew out of the sky, stopping additional mermaids in their tracks, with they're tails failing out from underneath. "I never liked seafood anyway" said Yukari.

 **"Look, since he can release me, Ben's an exception. I didn't need your help"** said Inner Moka, looking back to the other 2 monsters' that just assisted with the removal of the mermaids.

"And if it wasn't for Ben, you would've died. We're helping you cause your weak in water; so be a big girl, swallow your pride, and deal with it" Kurumu countered. That gained a bit of Inner Moka's respect, but she turned her attention to Tamao, the only mermaid left.

"You look awful. Your sparking like an electric fence and I can only imagine how much pain your in right now. Why you do us both a favor and admit you've lost?" Asked Tamao, as it was clear to her the vampire was definitely in pain no matter how much she tried to hide it.

Ripjaws burst to the surface next to Inner Moka. "Don't flatter yourself, we've been in worse situations than this. She can beat you in her sleep, don't you agree?" Said Ripjaws, with his arms folded and looking at Inner Moka.

 **"A minnow like her? Please, I'd give her a chance and tie a leg behind my back"** said Inner Moka, catching on to Ripjaws' taunt.

 **Kou:** Useless fact: Minnows are those clear, tiny fish you see swimming around your feet at the beach. It also means small, WHEEEEE!

"Minnow... YOU'LL PAY FOR THAT!" Tamao said, swimming to the weakened vampire. "Vampires' are weak to water, but being a mermaid like me, its home territory. You have no chance of winning here!"

"Good thing she's got one!" Said Ripjaws, dashing toward the enraged mermaid. Meeting at the center of the pool, they both collided. Inner Moka, Yukari, and Kurumu were watching the choppy water with concern. None of them were going to be any use in this battle, mermaids were invincible in water. They were confident since Ripjaws was a mermaid-like alien, and he beached most of the other mermaids save Tamao herself. They could see the two aquatic fighters swimming at each other at incredible speeds.

SPLOOOOSH!

There was a sudden explosion of water, Ripjaws and Tamao appeared, holding each other back by their hands. "We are not your food!" Ripjaws snapped at his opponent.

"Your a merman as well? Then you must know why we do what we do! How else do you think we keep these charming looks, we need souls from men!" Tamao said.

"Then learn some self-control, or a least a new diet!" Ripjaws snapped again, regrowing his legs and kicking Tamao's tail, making her loose her balance. "And while your at it..." he said, grabbing her tail and swinging her around like how Mario would swing Bowser from the Nintendo-64 game. "You can also..." he continued, letting her tail go and making her fly in the air.

Inner Moka jumped up and... **"KNOW YOUR PLACE!"**

POW!

Getting kicked in the face, Tamao was sent back to earth... and into a basketball hoop. "GOOOOOOOOOAL!" Ripjaws cheered, jokingly.

"Oh dammit!... Fine, I'll quit it" she said.

 **Kou:** This episodes big water-fest took 2 minutes, 12 seconds to complete. WHEEEEE!

With the fight over, Inner Moka climbed out of the pool, while Ripjaws jumped out of the pool seconds later with Moka's Rosario in hand. The Omnitrix symbol then flashed red and Ripjaws vanished, having the human Ben take his place. Ben ran over to Inner Moka. "Moka, you ok? I wanna..."

SLAP!

Inner Moka hit him across the face before he could finish. Ben rubbed his cheek. "... Ok, I deserve that. Anyway, I'm sorry. I had no idea that vampires couldn't be in water. I knew you couldn't cross water, guess I should have connected the dots sooner. Besides, not like I wanted to join this stupid club anyway" said Ben.

 ** _'Well, well... so the boy can be taught'_** Inner Moka thought. She was pleased to see the American had noticed her other side's discomfort, not that she would admit it. She then kicked him into the fence, not as hard as she would have to her life-or-death opponents, but still fairly painful.

"Ow, what was that for?" Asked Ben. Inner Moka just smirked and took the Rosario from Ben.

" **Your lucky I find you interesting... or the photography club would be taking a picture of your spirit"** she said, placing her cross back into place. She then fell, turning back to pink-haired Moka and landed into Ben. Needless to say, none of the 4 friends (5 if you count Inner Moka) wanted to continue in the Swimming Club after that little stunt the seniors pulled. Unfortunately, all the clubs were full, so they had nowhere to go.

-TIME BREAK-

Later, the group of friends were sitting in the cafeteria. "I guess we don't have any clubs to join now, huh?" Kurumu sighed.

"I guess so" admitted Ben.

"I'm just glad Ben is safe" said Moka.

"I'm sorry I brought you to the pool, Moka. I didn't know that water did that to you" Ben apologized.

"That's okay, Ben. I never told you, so how would I expect you to know?" Moka smiled.

 _'Tell that to your other side'_ Ben thought, smiling at Moka's forgiveness. Still, their main problem was none of the clubs had room for them now.

"Why so glum?" Asked a cheerful voice and they turned to see their teacher, Miss Nekonome, looking at them.

"We couldn't find a club to join," said Ben.

"Oh, no problem!" Said their teacher with a knowing smile. "Why don't you all join the Newspaper Club? All the members graduated last year so it's pretty empty. How about it?"

Ben perked up. "Hey, that's not a bad idea. What do you say, Moka?" He asked. Finally, a chance for him and Moka to be in the same club. Sure it wasn't like his daydream earlier, but you get what you get.

"It sounds like a good idea" said Moka.

"Hey, let me join too!" said Kurumu.

"Me too! Me too!" Yukari added.

Ms. Nekonome smiled. Looks like the Newspaper Club was going to get some new blood after all.


	6. Chapter 6

CHUUU!

"AHHHHH! That hit the spot! Ben, your blood is the sweetest! It's official, I'm totally hooked on it!" Said a pink haired vampire, who just finished getting breakfast from her human friend.

_'Boy found dead in the front school yard, dies of anemia... yeah, sounds like a great tabloid'_ thought Ben as he put his shirt collar back up. Today was the first day of them starting the Newspaper Club, and that headline was pretty accurate to what Ben deals with.

"BEEEEEEEN!" Shouted a voice belonging to a blue haired succubus. She raced over to Ben and, like any other day, gave him a big hug... into her chest.

"What about me? I wanna hug Ben good morning too!" Said a brown haired young witch.

"SORRY! You snooze, you loose!" Said Kurumu, moving Ben out of the way while still clutching him to her chest.

"Kurumu... air... AIR!" Said Ben, but what came out was: "Murumu... mur... MUR!"

_'Ben is my destined partner and now that we're in the Newspaper Club together, our relationship will skyrocket... and you'll just be an afterthought, Moka!'_ Thought Kurumu. The vampire and the succubus stared at each other with a spark of electricity flowing between their foreheads, with said succubus sticking her tongue out.

"AHHHHHH! BEN'S DEAD!" Yelled Yukari, causing the other 2 girls to stop their staring contest and look at Ben, who stopped moving. Kurumu and Moka broke out of their stare-down, with Kurumu releasing the tight hold she had on the human. He had swirls for eyes.

**Moka:** BEN! BEN SPEAK TOO ME!

**Kurumu:** _(shakes Ben in an attempt to wake him up)_ BEN! DON'T DIE ON US!

**Yukari:** WHAT A CRUEL WORLD! HE WAS SO YOUNG!

( **AN:** Theme Song.)

**Chapter 6: The Benwolf of Wall Street + Vampire**

After seeing the light and returning to the world of the living, Ben went about his day as normal... as normal as it can be. The 4 friends were all waiting in the classroom that Miss Nekonome had designated as the Newspaper Club Room. "Uhhh, is there anyone else in this club?" Ben asked in confusion.

"Of course!" Miss Nekonome smiled. "There is a club president... he seems to be running a little late though."

Right on cue, the door to the room slid open. Stepping inside was a young man who seemed to be at least a year older than them (excluding Yukari and Miss Nekonome). He was wearing the school uniform, but without the tie and the first few buttons undone. A necklace with a wolf's head hung around his neck, and he had black hair which seemed to be untamed held back by a headband.

"Oh man, sorry I'm late. Had to pick up a few things," the boy sighed as he walked to the head of the classroom. In his arms were 3 big bouquets of flowers. "Name's Ginei Morioka. Just call me Gin. Let's try to get along shall we?"

Grinning, Gin walked forward to meet the group of friends. He handed the flowers to Moka, Kurumu and Yukari. "I gotta say, this club lucked out to have girls as pretty as you join up" he said. All girls flushed slightly. Ben rolled his eyes as he waited for Gin to stop flirting. Said boy turned to face Ben, "And you must be Ben Tennyson. You know, people have been talking so much about you, I might have to do an article."

"I'll pass," Ben chuckled. Well, at least Gin seemed to be an okay guy.

"What a shame" Gin smiled.

"Well, it looks like things are under control," Miss Nekonome smiled. "I'll leave things in Gin's hands then. See you later!" With a wave, Miss Nekonome left the classroom. Gin sauntered up to the front of the classroom and stood at the podium, leaning on the wooden stand and looked at his new club members.

"Let's get down to business, newbies. The School Newspaper is the source of all information and news for all things Yokai Academy. As such, we search out news everywhere to report to the students. Something happens on campus, we report it and we do anything for a story. That includes private affairs, upcoming events and dangerous situations. So prepare yourselves, this club is NOT for the faint of heart!" Gin explained, fist-pumping.

_'Well, points for enthusiasm and dedication'_ thought Ben.

Gin then sat back down and continued. "But mostly, we just report normal stuff. With that being said, any of you have a story idea?"

"How about that Peeping Tom?" Kurumu brought up. "Peeping Tom?" Asked Ben.

Gin nodded, turning serious. "True, there have been numerous reports of someone peeking in the changing rooms and even the dorms. No ones been able to get a good look at him and he's gone so fast no one else has managed to catch him in the act" he said.

"Geez, what a creep" Ben grimaced. Sure any boy, Ben included, had an appreciation for female bodies. But peeping was taking things a little too far.

"Peepers are the worst, I hate perverts!" Said Moka.

"That's for sure, this guys gotta be stopped" said Yukari.

"I know," Gin nodded. "Our first task then is to interview people who claim they saw this guy. We're also going to be putting up posters for the Newspaper Club while we're at it." Apparently he was still looking for more members for his club, understandable with only 5 members. "Still, don't let this halt your investigation. Let's catch this guy!" Gin continued.

"Yeah!" The girls and Ben cried.

-TIME BREAK-

The girls' day was spent putting posters all around the academy. Ben and Gin started out by asking several girls about what they saw and whatever information they could offer. Of course, they could have gotten done a lot faster if Gin hadn't spent half the time flirting with them. Eventually, the Newspaper Club stopped for lunch.

"Did you guys find anything?" Asked Moka curiously.

"Not much. So far, no one has gotten a good look at this guy. All they managed to see was a messed up shadow peeking at them, then he bolted" Ben sighed as he looked over his notes.

"He's a slippery one," Gin muttered, taking a sip of his drink

"So you have nothing?" Asked Kurumu, disappointingly. She was looking forward to seeing Ben kick the pervert's ass.

"Well, too be quite honest, I think he's using his true form to peek. I don't see how he can be so fast otherwise" Ben replied. No one noticed, but Gin's eyes widened a bit.

"You think so?" Wondered Yukari.

"It's something" Ben shrugged.

"What made you think of that, Ben?" Asked Moka.

"Call it: Hero's Intuition. Still, if we wanna get this guy, we'll have to catch him in the act" said Ben.

"That would be the hard part... Now that I think about it, one of the girls I interviewed mentioned she saw someone suspicious over at the corner of campus; sounds like a solid lead" said Gin.

"I'll bet that pervert has been creeping around there, I can't wait to give him a piece of my mind!" Growled Kurumu, wringing her hands like she would choke him.

"Ben, I want you to help me investigate. Girls, keep putting up posters while we're gone, shouldn't take too long" said Gin.

"Got it!" Yukari smiled with a thumbs up.

The two young men headed out of the cafeteria, bound for the back of the school. Suddenly, Moka's Rosario glowed. **"You'd better be careful. That goes for these 2 dimwits as well"** Said Inner Moka.

"What are you talking about?" Asked Moka.

"Moka, who are you..." Kurumu was asking, but noticed Moka's Rosario glowing. Yukari also saw this.

**"I get a dangerous vibe from him, like he's hiding something. I'm surprised Ben's Hero's Intuition didn't pick up on it. Be extra careful around that Gin guy"** said Inner Moka, before going silent.

-TIME BREAK-

Back to Ben and Gin, they were by a small building with a window too high to see into and 2 nearby barrels. Ben looked around, it didn't look too much like a secret hideout. In fact, it looked like no one would go there... period. "Are you sure this is the place?" Ben asked uncertainly.

"From what my sources tell me, I think he must be inside. Care take a look?" Said Gin.

"Um…" Ben mumbled. Sure he was all for catching a peeper but for some reason, he was getting a bad feeling about this. Fighting evil for so long would do that to you.

"You can get on this barrel here, it feels pretty solid" Gin announced as he pushed 1 of the metal barrels from over.

"Okay," Ben nodded, stepping onto the barrel in question. He kept himself steady and gripped the windowsill for balance.

"Bro, I'm sure I don't have to tell you that Moka is smoking hot! Was howling up a storm first time I laid eyes on her. I definitely want her to join my pack. So I asked myself, how could I get a girl like her?" said Gin, with a sinister smile on his face.

Ben was about to answer when he looked inside the window, what he saw threatened to make him break out in a sudden nosebleed... or grin like an idiot. A bunch of girls who attended Yokai Academy, in various forms of undress, revealing their underwear and a lot of their bodies. Apparently many of them liked to wear frilly undergarments. "WHAAAAAAAAA!"

KA-CHAK!

"The answer, catch the Peeping Tom. What do you think, sound good?" Said Gin, still wearing that sinister smirk. He held up a picture of Ben looking in the window.

"You son of a bitch, you set me up!" Ben said.

"What was that?!"

"Sounded like a guy!"

"Is it the Peeping Tom?"

Of course with Ben's luck, the girls heard his exchange with Gin. Waving goodbye, Gin vanished in a blur like a ninja.

"It's him!"

"The Peeping Tom!"

"Get him!"

"Oh, crap!" Ben gulped as he saw the angry mob of girls with various make-shift weapons; mainly brooms, baseball bats and mops. He made a break for it and activated the Omnitrix. "Come on, give me something that can hide!" He slammed his palm onto it and vanished in a flash of green light.

The angry mob of girls continued running. When they were gone; a grayish creature with four digits on each hand, thin arms, and a ghost-like tail appeared from inside the wall. It also had an upside-down head and the Omnitrix emblem on its chest. "Whew, that was close... though you couldn't give me someone BESIDES Ghostfreak?" Said the creature, looking down at the emblem.

**Kou:** Ugh, finally! Thought I'd never get an appearance in this episode! Anyways, this alien is named Ghostfreak... for obvious reasons. Their called Ectonurites and their bodies are composed of a dense protoplasm, with lets them turn invisible or go through stuff like a stereotypical ghost. Ben has stated numerous times that he gets freaked out changing into him, and it didn't help that said alien caused him problems in the past either. WHEEEEE!

It didn't take Ben long to get away. Despite how he felt about the transformation, Ghostfreak was good at hiding so he could give the girls the slip. He was also lucky that none of them got a good look at him. Then again, being an American in a Japanese school might make it pretty easy for him to be identified.

Ben returned to his human form, trying to find his friends before Gin did. Unfortunately, Gin had a better plan. Walking past a bulletin board, Ben froze in horror when he saw Gin's picture of him posted in plain view. "He is so dead" Ben growled. Whispering started up behind him and he saw several students staring at him. Many of the girls looked at him in distaste, things weren't looking good for our hero.

-TIME BREAK-

"BEN? The Peeping Tom?! Are you serious?!" Asked Kurumu. She and Yukari were together in a classroom on another part of campus.

"Yeah. Gin posted a picture of him on boards all over the school, peeping into the girls locker room. That's the big thing on campus right now" said Yukari.

"NO! I won't believe it! Ben's not like other boys, there's no way he'd even THINK of peeping! It's absurd!" Said Kurumu.

"I don't want to believe it either, but what can we do?" Asked Yukari, sadly.

"That's what the Newspaper Club's gonna find out!" Said Kurumu.

-TIME BREAK-

The door to the club room was thrown wide open as Ben stormed inside. He was ready to go Fourams or Way Big on Gin... hell, he's even considering Ghostfreak! But right now; he wanted to pound Gin into the dirt with his bare, human hands.

"Gin!" Ben snapped as he eyed the club president.

"Hey Ben, whats up?" Gin smirked.

"Save it. You set me up, asshole! For what?! Just so you can get a date with Moka? Are you THAT incapable of asking her?" Ben growled.

"Oh please, she's stuck to you like glue," Gin snorted. "The only way I'd get her attention is to get you out of the way"

"By making me look like a pervert?! I oughta...!" Ben growled again, getting closer to Gin.

"Perverts are known to get violent when their caught, laying a finger in me will prove it" Gin interrupted. "Give up, Tennyson. Let me have my fun with Moka. And maybe in a couple of months or so, the students will forgive you."

Ben was feeling the temptation to go Ghostfreak and possess Gin grow faster than Grey Matter solving a math problem. Still, it wouldn't help his situation. Gin was holding all the cards. If Ben wanted to get out of this, he would have to somehow prove that Gin set him up in the first place.

-TIME BREAK-

Moka was walking around school with an upset expression, she saw the picture of Ben looking in a window, but was struggling to accept it. Ben the peeper? No way, it couldn't be true! Ben was so sweet and kindhearted, he puts others before himself, he was also very handsome and...

_'What am I thinking?'_ Thought Moka, shaking her head a bit. **"About how handsome he is"** said a tough female voice, dryly. Moka screamed in surprise, not expecting her other half to speak up. **"H** **onestly, its giving me a headache.** **But I agree with you, I don't believe Ben is the type of person to look at girls like that. He's a jerk sure, but not a pervert"** Inner Moka continued.

"Can't you let go of the pool thing? He was in trouble, I wanted to help" said Moka.

" **If he didn't get free of that overgrown bass, we would have died. Regardless..."** Inner Moka was saying, but then she went silent for some reason.

"What? Regardless of what?" Moka asked.

"Hey, Moka; I gotta tell ya something" Asked a voice. Moka turned around to see Gin heading her way.

-TIME BREAK-

After school ended, Ben decided to get some time to himself. He got tired of people throwing him suspicious and angry looks. Gin's stupid picture had spread like wildfire and the entire population of girls were probably out for his blood by now. To that end, he placed himself on the roof of the school since no one went up there that much anyway. He had been there all afternoon and now night had fallen with the full moon rising above the horizon.

"Ben!" A familiar voice cried out.

"Huh?" Ben blinked. He looked up to see a rather upset vampire. "Moka?"

"Ben, is it true?... Is it like Gin said... are you really the one who's been peeping?" She bluntly asked.

"No. No it isn't!" Ben cried, standing up. "Honestly Moka, Kurumu throws herself at me everyday! If I don't react like a pervert when she presses herself against me, do you really think I'd go around peeping at girls?" Ben said.

"Well, no... I-I saw the picture, then ran into Gin. He told me while you guys were following up on that tip, you disappeared. He was concerned, so he went looking for you and there you were, looking inside a girls locker room." Moka explained. Ben was about to tell her that was a total lie, not even close to what happened. Before he could however...

"Pictures speak a thousand words" said Gin, as he appeared out of nowhere. In his hand were copies of pictures of Ben, the 'Peeping Tom', spread out like a fan. "Who are you gonna believe, Moka? This Gaijin pervert, or what's right in front of you? I mean, come on! He used a barrel to get up to the window, it's all right here."

Ben clenched his fists, Gin was SO asking for an ass-whopping. All he had to do was to use the Omnitrix, select an alien and Gin would be walking in crutches for a month! But if he attacked the sophomore now, it would only prove Gin's point.

Moka herself, looked terribly indecisive. Her heart was telling her that Ben was innocent and that he was set up, but Gin was saying he had caught Ben in the act and had the photos to prove it. Still, Moka knew that doing something like peeping was completely out of Ben's character, yet the pictures told a different story. She wanted to trust Ben, she really did. He was the first friend she ever made, and the nicest boy she ever met but... it was too much! Why did this have to be so damn confusing?!

"Who we shouldn't believe is you!"

All three students turned to where the voice was coming from; Kurumu (who spoke) and Yukari. Both were dressed up like detectives. Kurumu was in a Sherlock Holmes costume while Yukari was in something like a Japanese detective getup. Both of them looked pretty serious despite the situation and what they were wearing. Ben was just wondering where/why/how they had gotten their outfits.

"Kurumu? Yukari?" Moka asked in surprise.

"What are you two girls doing up here?" Asked Gin.

"And Halloween's not for for another 2 months..." added Ben.

"After the news got out, me and Yukari did some investigating of our own. To clear your name, Ben" began Kurumu.

"Ben would never do such a thing as peep, so we looked for clues" added Yukari.

"Take another look at these photos!" Kurumu said, as she snatched the several shots of Ben's 'peeping' from Gin's fan mail. "We only see the top half of Ben; how did Gin know that he used a barrel?" She pointed out.

"That's a good point" Moka agreed. She then turned to Gin. "How did you know?"

"That's because I took the picture. I was wandering around after Ben left cause I didn't know that area of the school well. I've never been there before, that's when I saw Ben in the window" Gin said.

"Oh? So then, who moved the barrel originally?" Asked Yukari, skeptically.

"Huh?" Gin asked. "Er, good question. Those barrels are never there to begin with."

Kurumu's eye flashed and she grinned. "So then... how did you know their never there?"

"Uh? What?" Gin said, now slightly grimacing.

"You see, the female students had taken those barrels away ever since the Peeping Tom first surfaced. They didn't want a repeat performance" Yukari said.

"In other words, those barrels were only there DURING the crime. We even have an eyewitness who saw you move them the day before!" Said Kurumu.

"Uh...?" Gin gulped.

"Obviously, you were quite familiar with the area. But you just said you were never there before... riiiiight?" Yukari answered while folding her arms.

Gin now broke out in a cold sweat, realizing that he had just been caught in a lie.

"Then that means…" Moka gasped as realization came to her.

"That's right, Moka" said Kurumu. "The real Peeping Tom is..." said Yukari. Both dressed-up girls then pointed to Gin and shouted: "YOU!"

"Uh... uh..." Gin gulped, as he backed away. As he did, several photos fell out of his jacket. All of them depicted girls in states of undress, and completely unaware that anyone was watching them. With this undeniable proof, Gin knew that he was busted.

"I wanted to do this the easy way, but I'll just take Moka by force then!" Said the revealed true peeper. He leaped up into the air with blinding speed before he landed at the other end of the roof behind Ben and the girls. Growling, Gin's body began to swell with raw and wild power. His face sprouted gray fur before turning into a canine snout while his ears relocated to the top of his head. "HOOOOOOOOOOOOOWWWWWLLLL!"

**Kou:** If it wasn't already obvious from all the puns, Gin's a werewolf. They normally look like humans, but wolf out at night. They can transform during the day too, but their not as powerful. Also the brighter the moon, they stronger they become. WHEEEEE!

With the true culprit exposed, Ben was free to fight back. "I've been waiting for this..." he said, reaching for the Omnitrix.

"Wait, Ben!" Called Yukari.

"Gin's a werewolf, an S-Class monster just like Moka!" Said Kurumu.

"That's right, Gaijin! We werewolfs' are strong and fast, but gain power from the moon, and tonight's the brightest night of all... the full moon! Face it Tennyson; none of your forms can match the speed, stealth and strength of a werewolf at full power! Just back down now... and maybe I'll let you hug Moka one last time" said Gin, grinning with wolfish teeth.

"Well, as the saying goes: if you can't beat'em..." said Ben, scrolling through his transformations and found one that could even out this battle of the beasts. "JOIN'EM!"

Ben grew several heads taller than a regular adult and had bright-green eyes. His body was covered with dark blue fur, though a lighter shade on his muzzle and chest. He was wearing a white bodysuit which had black highlights on it and the Omnitrix symbol was situated on his narrow waist. A canine tail swished from his back and his legs were more canine than humanoid. "BENWOLF!"

**Kou:** Wow, even I didn't see that coming! Is there anything he CAN'T change into? In any case, this is Benwolf, a Loboan from a moon-like planet. Not only are they just like Gin's werewolf form, but they can really howl up an ultrasonic storm. Seriously, that quadratic-hinged mouth can let out some real nasty sonic waves. Ironically, Loboans' can't stand loud noises because like canines, they have sensitive hearing. WEEEEE!

"What the...?!" Gin gaped. He couldn't believe it, Ben was...

"He's a werewolf too?!" Yukari gasped in shock.

"Wow" Kurumu admired, a sultry look in her eyes. This wasn't unnoticed by Gin however. It was bad enough Ben was getting attention cause of his foreign looks, NOW he's a better werewolf?!

"Grrrr! THAT'S IT! I'm the Alpha-male here, you impostor!" Said Gin, charging at Ben. Both werewolfs were now a ball of thrashing claws and fangs. All the girls could do was watch in horror and amazement. There was a difference however: Ben's form was an alien, while Gin was an actual werewolf. As such, Benwolf didn't gain any additional power or speed from full moons. When they broke apart, Gin flew at Ben in a flash of light and punched him in the chest, knocking him down.

Gin then picked up Benwolf. "Moka's mine, you hear? So back off, punk!" With that, Benwolf was thrown back toward the girls. As he flew past Moka, one of his claws caught something...

Benwolf struggled to get up from the harsh blow, but Gin stomped on his back. "Time to put you down, puppy-dog. Your wolf-chow!" Said Gin, raising his claw for the kill... that's when the object in Benwolf's claw began to glow.

( **AN:** Queue the Moka transformation music.)

Bats flew from the moon and around Moka. _When the rosary seal over her breast is removed, Moka's innocent self vanishes, and her inner vampire... awakens_. The light from her transformation was noticed by Gin, and he was surprised the girl he wanted, was an S-Class monster herself. He heard rumors like everyone else, but found it hard to believe with Moka's personality. Yet, there she was. An actual vampire.

"No way, it can't be! Those red eyes, your really a... vampire?" Asked Gin, then he began to laugh. "So... this is who you really are Moka? Heheh, this is the freaking best. If a vampires gonna be my woman, let me show you who the pack leader is!"

Gin went on the offensive. Inner Moka tried to kick him, but he was proving too fast. "As long as the full moon is out, the only winner here is gonna be me!" Gin taunted, proving his point by speeding around. Just as he was about to go right for Inner Moka, something shoved him away.

**"** **What are you doing, Ben?** **I didn't need your..."** Inner Moka said.

"Save it, even you need to admit when you need a hand every now and then" said Benwolf, who had just saved Inner Moka from a possible harsh blow. "If this guys the same class you are, ya can't fight him with strength alone. You need to think strategically."

**"Humph, that's something I'd expect from Grey Matter. Or is this more of that Hero's Intuition?"** Inner Moka smirked.

"Maybe a little bit of both. Have I ever steered you wrong?" Benwolf said, also smirking.

**"... Alright professor, what do you propose we do?"** Asked Inner Moka, willing to listen to him just this once. He did take care of a trio of monsters' by himself, and also a large school of fish with minimal help. Perhaps his experience could help in this situation.

"Easy, he's a werewolf like me. As such, has the same weaknesses" said Benwolf. Around this point, Gin recovered from Benwolf's tackle.

"Whatever your thinking, it won't work. A werewolf is a force to be reckoned with!" He said, beginning his charge again.

"EARS, COVER!" Shouted Benwolf. The girls did as they were told, not catching on to his plan yet. Benwolf then opened his mouth and...

"AWWWWRRRRRRRRROOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!"

A sonic howl escaped Benwolf's mouth in the form of green energy. Gin immediately stopped his charge to cover his own ears, not that it did much help. Still holding her ears, Inner Moka ran up to the suffering werewolf. **"You don't have what it takes to be with me... you should know your PLACE!"** Inner Moka then kicked Gin twice in the head; once with an uppercut, the second was after she jumped and did a spin in mid-air; knocking him away... and off the roof.

Gin tried to swim back, but it was pointless. He fell down to the ground, howling on his way down, where he eventually crashed. "Yes madame... I think I do now."

**Kou:** This fight was over in 2 minutes, 30 seconds. WEEEEE!

"Humph, lightweight" Benwolf snorted before touching the Omnitrix symbol and his body returned to his human form. Gin was definitely down for the count and wouldn't be peeping on anyone for while. "That... felt... good" Ben grinned.

"He deserved it. But you didn't tell me you could turn into a werewolf! I thought you could only become aliens!" Said Kurumu.

"Believe it or not, that was an alien" Ben answered, stunning his friends.

"Speaking of werewolves, what do we do about that perv?" Asked Yukari, pointing at where the downed Gin went.

"We'd better get him to the infirmary. A rotten perv and liar he might be, we just can't leave him" Ben sighed, going over to where Moka's Rosario fell. He must have dropped it during the fight.

**"Ben"** said Inner Moka.

"What is it, Moka?" Ben asked.

**"Thanks..."** she mumbled, barely above a whisper.

"What did you say?" Ben asked, not hearing what she said.

**"I said... give me that!"** Inner Moka said, snatching the Rosario and turning away. **_'What's happening to me?'_** She thought, putting her beloved item back in its rightful place. Unlike most times, the pink haired Moka did not fall unconscious, but she did fall backwards into Ben's arms, exhausted from using her power. "I'm sorry... for doubting you" she apologized.

-TIME BREAK-

With the Newspaper Club's resources, Ben's name was cleared and the true culprit was exposed, pretty much ruining Gin's reputation. After much thinking in the infirmary, the werewolf had to admit that Ben was tough and smart. It didn't mean he was going to give up being a peeper though, that's just who he is. Back in the Newspaper Club, Kurumu was trying to get the copy machine to work and after 10 minutes of trying, she was becoming frustrated.

"Work! Work already, damnit!" She shouted angrily as she slammed her palm on the top.

"Need help?" Offered Ben as he put down a stack of papers on a desk.

"Oh, if you don't mind" said Kurumu, sweetly.

Ben looked over the machine and knew just what to do, he scrolled through his alien forms for the one that would work for such a job. "I'm guessing Grey Matter again? That little guys pretty smart" asked Kurumu, already sure who Ben would pick.

"True, but I've got a better idea. This thing just needs," said Ben, slamming his palm down. Kurumu covered her eyes from the flash of green light and in Ben's place was yet another alien. "An UPGRADE!" Announced an electronically distorted version of Ben's voice.

**Kou:** Galvanic Mechomorphs' like Upgrade can fuse with any piece of technology, advanced or simple and... well "upgrade" them. They can't interface with living beings and sentient machines are harder to control. They also possess weaknesses which can be attributed to said machines they fuse with. They can also fire a laser beam from the circle on their head for offense should there be no tech around. WHEEEEE!

Upgrade was a little taller than an adult, with a bulky body and looked like one of those claymation characters from movies and cartoons. Most of his body was white with the Omnitrix symbol in the center of his chest. His arms, back, and head were black with green circuitry lines running all over. His feet were big stumps and his hands were comically big.

"Woah" Kurumu blinked, in awe about Ben's newest transformation. Still, she really shouldn't be surprised anymore.

"Just leave it to me" Upgrade spoke, giving his friend a thumbs up. Backing away, Kurumu let Upgrade do his thing. The technological alien's body moved like it had no bones. It leaped at the copier and fused with it, turning it black with green highlights and circuitry designs. "How many ya need?" Asked Upgrade.

"Uh... well, Gin wanted somewhere around 100" Kurumu replied.

"Phft, easy. Lay it on me!" Upgrade snorted, the top of the machine opening. Kurumu placed the paper she needed to copy and with that, Upgrade went to work. In under 15 seconds, Upgrade produced well over 130 copies... never hurts to have a little extra, right? The succubus took a look at the copies and her eyes widened.

"Wow, the pictures are in HD color! And they aren't blurry from the copying process either!" Kurumu gasped as she admired the superb quality. She then petted the copy machine. "You rock, Ben!"

Upgrade chuckled, his head popping up. "It's what I do" he said, winking with his single eye at the person reading this fanfic.


	7. Chapter 7

"My tie! Where's my tie!?" Ben panicked as he slipped on his jacket while looking around frantically. His hair was a mess and his shirt was not tucked in. As you can probably guess, he's running late. "Oh, found it!" He said in relief. He then looked at the clock.

"Shit, I'm so dead!" It had been awhile since Ben had come to attend Yokai Academy on a special exchange program, finding out it was a school of monsters didn't surprise him as much as the average guy. He faced various monsters: Vilgax, Kevin 11, as well as a myriad of villains both from Earth and beyond. He still came up on top... with a little help from Gwen and Grandpa Max, of course.

They must miss having him around...

Ben finally got ready to start his day, but he didn't have time to reminisce anymore when he realized he only had 5 minutes before the bell rang! Setting the Omnitrix to the alien he wanted to become, he slammed down his hand and in a flash of green light, "XLR8!" He called before a random visor covered his face and he ran out of his dorm room in a blur. Getting to the front gate...

"Ooh, almost forgot!" He ran back to his room and picked bag up off his bed. It was still unmade but he didn't have time for it (that and he was lazy). He rushed again toward school, running through the halls. That caused quite a bit of a ruckus. Let's see...

**3 Schoolgirls talking near some lockers:** _(an unknown strong rush of wind blew their skirts up)_ AAAAHHHHH!

**Male geek carrying a stack of books and paper:** _(an unknown strong rush of wind makes him spin in place, making a mess of his stuff_ ) WOOOOOOOOOOAAAAAAAAAHHHHHHHHH!

**A teacher:** _*whistles*_ _(unlocking a door, he's about to walk into a classroom, but an unknown strong rush of wind pushes him inside. Crashing noises, cows mooing, glass breaking, horse neighing and loud cat meows are heard as your computer/phone vibrates. He opens the door)_ HEY! No running in the halls!

XLR8 made it to his classroom door with only a minute to spare, he reverted back to normal and with a sigh. "Phew, made it."

**Kou:** As you already saw firsthand, that raptor-like alien is crazy fast, being able to reach 500 mph in seconds flat! Walls and water won't even slow them down, in fact they run on them! It's rumored that magnetic forces and charged pulses can throw them off balance, making them spin out of control, but it hasn't been proven yet. WHEEEEE!

Ben suddenly shivered, it felt colder for some reason. "A draft?" He asked himself. Shrugging it off, he went inside hoping to meet his friends. Nobody at home would ever believe his luck with girls. A split persona vampire, a busty succubus and an underage witch... what's next?

Speaking of girl luck, one in a sweater and purple striped stockings with long purple hair peered at Ben from a corner. Her sleeves were long enough to partially conceal her hands, her eyes were a pale blue and a lollipop was sticking out of her mouth. She sighed in admiration, smiling wistfully.

Ben face palmed as he walked out of the classroom seconds later, Miss Nekonome had asked him why he was early. Early? But its... he just remembered that he'd purposely set his alarm clock an hour early, so he could met the rest of the Newspaper Club and help handing out the next issue. Walking down the hall, he noticed it wasn't cold anymore, not that he was complaining but it was still strange.

( **AN:** Theme Song.)

**Chapter 7: Chilling with a New Alien + Vampire**

"Get your newest edition of Yokai Times right here!" Said Moka. Currently, Ben and his friends were handing out newspapers for the school. They had a pretty big crowd this morning... mostly fanboys of Moka or fangirls of Ben, much to Kurumu's and Gin's dismay.

_'Moka, only I'm the one who can give you what you want!'_ Thought Gin.

_'Humph, these sluts aren't worth your time Ben, only I can make you feel REALLY good'_ thought Kurumu.

Ben handed out more than the rest of the club, mostly cause he was in multiple places at once as Ditto. He was a short alien with long arms, stubby legs, a slightly elongated face, green eyes, white skin and wore something that looked hat-like with the Omnitrix symbol on his forehead.

**Ditto #1 (Main/Real Ben):** This one's hot of the presses, people!

**Ditto #3:** Yokai Times, Yokai Times! Open it up, and see what's inside!

**Ditto #15:** 1st come, 1st served!

**Kou:** Splixsons AKA Dittos can clone themselves indefinitely. Clones act independent of the original and usually don't argue since they have similar mindsets... doesn't mean they won't though. They share everything, pain and pleasure included. Meaning if one is knocked out, the others immediately disappear. This weakness is offset by Ben's transformation since all need to be together before he can change back, WHEEEEE!

The Newspaper Club had been sending out editions, even Gin since he managed to behave... having your butt handed to him on a silver platter and several VERY pissed off girls chasing him the next day will do that to a guy. With everyone on board, the Newspaper Club managed to start making newspapers again, much to Miss Nekonome's delight.

"GAAAAAAHHH!" Ditto suddenly felt a chill run down his spine, the same one from an hour before. This was shared with the other Dittos of course, making them drop their papers.

**Ditto #4:** Hey, what happened?

**Ditto #6:** What's the big idea?

**Ditto #8:** Don't look at me!

**Ditto #11:** _(to Ditto #12)_ It was you, wasn't it? I never did trust you...

**Ditto #12:** _(to Ditto #11)_ I AM you, you dingbat!

**Ditto #1 (Main/Real Ben):** Hey mes', knock it off!

**Dittos #2 - #15:** Sorry!

"Ben, errr Bens'... are you ok?" Asked Moka. "We're fine!" Said all 15 Dittos.

**Ditto #5:** Hey, she was talking to me!

**Ditto #7:** No, she was talking to me!

**Ditto #9:** Maybe, but she was looking at me, and these bad boys. _(flexes his muscles)_

Dittos #2 - #15 started to argue. Other students (excluding the Newspaper Club) backed away, not knowing what was going on, but knew they didn't want any part of it.

"Uh, mes'? HEY, MES'!" The real Ben/Ditto tired to get their, or rather his own attentions, but it was proving to be pointless. Sighing, he knew there was only one thing to do. He pulled one of the nub-like appendages on his head.

"Ow, ow, ow, ow, ow!" The other Dittos complained.

"Alright guys, back in the bod" said the real Ben/Ditto, pointing to himself with his thumb.

"But Ben... OW, OW, OW, OW, OW! OK, OK, OK!" Said the other Dittos, with Ben pulling an appendage again. They all ran into Ben and he changed back to his human form.

"Wait... if they were you, why were you arguing with yourself?" Asked Kurumu, clearly confused.

"You'd think clones of yourself wouldn't; learned that the hard way" said Ben.

"At least we sold out before you went schizo on us" said Yukari.

"Wait, where'd Gin go?" Asked Moka.

"Probably off hitting on girls again, the perv" said Kurumu.

"Well Ben, you want to walk to class together?" Asked Moka, a fond smile and a flush coming over her face. She then hugged his right arm.

"O-ok, Moka" Ben said.

"No way, Ben's walking with his 'Destined One', and that's ME!" Said Kurumu. Not wanting to be left out, Yukari jumped on Ben's back while bluenette and pinkette tugged his arms, once again the tug of war begins.

_'Why me?_ ' Thought Ben, groaning. None of them noticed a purplette girl watching them from behind a tree, the same girl that spied on Ben this morning...

-TIME BREAK-

Later on in Miss Nekonome's class, she was doing roll call. As soon as she called out "Mizore Shirayuki", the door slid open and a purple haired girl walked in. Hearing this, everyone looked up.

**Kou:** That always happens in schools, doesn't it? Door opens and everyone HAS to look! WHEEEEE!

"Ah, Miss Shirayuki. I'm glad you've finally come to join us. Please, take your seat" said Miss Nekonome. Without one word, the girl did just that, which was right in front of Ben. "I'm glad your feeling better Miss Shirayuki, you haven't been to school in quite sometime" the blonde cat woman continued.

"I am" Mizore nodded before looking over her shoulder at Ben, and smiled. Kurumu grew a forehead anime-style vein, Moka looked in curiosity and Ben just blinked.

With her full class in session, Miss Nekonome started her lesson. "Hey, are there anymore newspapers left?" Asked Mizore softly, turning in her seat to face Ben.

"Uh... just this one. Sorry if its a little wrinkly" said Ben, pulling a copy of the school newspaper out of his pocket. He was gonna have the Bus Driver mail it to Grandpa Max and Gwen, but this girl did ask if there was any left and Ben wasn't a liar. Besides, he could always print another.

The girls eyes lit up and with a gentle smile, she took the paper from his hand. _'Her hands are so cold... must have just gotten over something'_ Ben thought.

"Thank you, your a very kind person Ben" said Mizore.

"Huh, you know me?" Ben blinked. At first, he thought she knew because they were in the same class, but Mizore wasn't in the classroom when his name was called, nor has he ever seen here anywhere in the school.

"Oh, everyone knows who you are. Talk to you later" said Mizore giving Ben a cute, mysterious smile and turning back in her seat.

"Ben, who was that girl? Do you know her?" Asked Moka. Ben wasn't sure, but was there a hint of jealously in Moka's voice just now?

"Nope, never seen her before" he answered.

"Whoever she is, I don't like her" said Kurumu. She had enough rivals for Ben's heart already and didn't want anymore competition.

-TIME BREAK-

The classes ended for the day and the students were milling about. Moka, Kurumu, and Ben were meeting up in a hallway. They were talking about since they completely sold out, the Newspaper Club should have a party in their club room. Yukari was already collecting party favors, Gin was... well being Gin, and the 3 remaining members were talking details.

"So we'll meet up in the club room after we finish buying the snacks, ok?" Moka asked. Before Ben could answer though...

"Hey, Ben" Kurumu purred. "I'll bake some homemade cookies for you... and a VERY special treat with your name written ALL over it. You'd like that, wouldn't you?" Her statement was followed by...

SMOOSH!

"Kurumu! You're doing it again!" Moka huffed before she grabbed the amorous succubus by the shoulders and began dragging her away.

"Hey! Wait! I wasn't done yet!" Kurumu cried.

Ben heaved a sigh. He was probably not going to get used to Kurumu's ways of showing her affection. Most guys would welcome such attention, but that just proved they were hormonal idiots. Rubbing the back of his neck, Ben suddenly got the feeling that he was being watched. Turning around, he saw someone's shoulder sticking out from behind a pillar. "Hey, is someone there?"

Things were silent for a moment. After a breath, the familiar form of Mizore Shirayuki poked her head out from the side with a friendly smile on her face. "Hello" she greeted.

"Ah, hey Mizore. How are you?" Ben smiled. Despite what Kurumu said, that didn't mean he and Mizore couldn't be friends. Besides, girls being rivals in high school over boys was only in movies, right? Don't get him wrong, he knew the girls in his group of friends had a thing for him, but the movies tended to over exaggerate those kinds of things... uh, right?

"I am well" Mizore nodded as she walked closer to Ben. Reaching into her pocket, she withdrew the copy of the paper that Ben had given her earlier. "I read your article. As always, it was very good."

"Oh, thanks. You always read my articles?" Ben smiled. He had been slightly worried that no one liked his articles. He was mainly writing about some of his adventures since coming to Yokai Academy. He wasn't very experienced in journalism so he only wrote what he knew about, plus some current events which kept the interest of the student body.

"Yes" Mizore smiled. Reaching into her sweater, she pulled out a blue book with an ornate silver heart on the back and a white rabbit on the front. "Here."

"A scrapbook?" Ben identified.

"When I was away, I asked Miss Nekonome to send me copies of the School Newspaper. I found your articles interesting, so I kept them in this scrapbook" Mizore explained as Ben opened the book.

"Oh, good to know somebody likes them" Ben smiled. This girl was very kind, much like Moka. He could really see a possible friendship blooming. Opening the book to see what articles Mizore had kept, Ben was surprised to see that the young woman had been writing comments next to the articles. There were so many of them Ben had some trouble reading them all. Some were pretty tiny so he wasn't sure what they said. He felt flattered though, even if it was a bit strange.

Then again, strange was the story of his life.

"I made some comments of my own too" Mizore added. She began to smile gently as she drew a circle on the floor with her right foot. "You always write your articles from the weak, the helpless and outsiders' point of view. I can really relate." To Ben's surprise, Mizore almost seemed to glide over to him before she wrapped her arms snugly around one of his own and contentedly rested her head on his shoulder. Ben blushed at the contact.

_'Its not just her hands, her whole body's freezing!'_ Ben reasoned with himself, maybe this was why she was wearing a sweater over her uniform.

"I can't help but feel that our personalities are the same" Mizore sighed contentedly. "You must be lonely too, I know how that feels."

Ben frowned a little at the declaration, he did feel pretty lonely sometimes. Moka, Kurumu, Yukari, and even Gin (to an extent) were all good friends. But on the other hand, he was the only human and American in the entire academy. He tried not to think about it, so he mainly focused on the good things he had since coming here.

"I do feel lonely sometimes. I miss my family, my cousin and grandpa the most, but I don't feel it as often. I do remember how it feels, though" Ben admitted.

"Do you want to hang out? I know a nice place" said Mizore, smiling. Ben hesitated at first. He still had to head to the party with Moka and the others. Still, he did have some spare time and he could use it to get to know Mizore better. She looked like she really wanted to be friends.

"Yeah, we could chill for bit" Ben said, then sensing irony; he thought: ' _Why the hell did I say that?'_

Mizore smiled brighter, she began tugging Ben's arm so he could follow her. "This way. I'll show you where I like to spend my time."

-TIME BEAK-

"See that? It skipped 8 times!" Mizore pointed after skipping a stone across the lake. Ben applauded, returning the smile she was giving him. She then placed a pebble into his hand. "Now, you try" she said.

Gripping the pebble, Ben looked across the lake and tossed it, only for it to sink into the water after a mere 2 skips. He wasn't good at it, it seemed. "Damn, not even halfway. Was never much of a pitcher" apologized Ben. The only time he did was back at that baseball field when he went to on that infamous summer vacation, and he needed Fourarms for that.

He felt Mizore standing behind him, holding his wrists. "It's all in the wrist, Ben" Mizore said as she pressed against him. He started to shiver and blush at the contact. Showing him how to properly toss it, she guided Ben's hand. Trying once more, Ben got a good 6 skips out of that rock. Still not as much as Mizore, but an improvement nonetheless.

"This was fun Mizore, but I gotta get going" said Ben. Mizore slowly let go of him and then he turned to see her frowning. "Mizore, what's wrong?" He asked.

"You want to see her, don't you? Your buddy-buddy girlfriend?" Questioned Mizore. She then smiled, placing a cool hand against his cheek. "But don't worry, I've taken care of her and soon, you won't have to think about her ever again..."

-TIME BREAK-

Moka was in the club room, snacks and drinks on the table, sitting in a chair as she waited for Ben. "He's late" she mumbled. "Where could he be?" She then heard the door slide open. Smiling, she looked up to see if it was her friend. "Ben?" Her smile fell when she saw that it was that new girl in class, Mizore Shirayuki. "M-Mizore, what are you doing here?" She asked. For some reason, she felt the temperature in the room drop.

"Waiting for him? He won't come for an eyesore" said Mizore, coldly. She lunged forward and grabbed Moka's throat, pinning the vampire to the floor. "Your a nuisance. If it wasn't for you, Ben would have been mine already. So in order to get what I desire, you need to disappear" said Mizore, beginning to squeeze. Moka struggled to remove her icy-cold grip, but she managed to kick the table legs enough to make a stapler fall next to her, smashing Mizore's head with it.

SHATTER!

What she hit was nothing more than ice. "Nice try, but the real Mizore is off with Ben. I'm an ice puppet, she did a good job with me, don't you think?"

"GET OFF HER!" Shouted someone, which was followed by something smashing into the Mizore clones head, knocking her out.

"Kurumu!" Cried Moka. Pushing the ice clone off her, Moka got up with a little help from Kurumu.

"You owe me big time, Moka. That cake had a love potion for Ben, now its ruined!" Said Kurumu. The 2 rivals turned to leave, but they felt a chill up their spines. They were suddenly chilled, trapped by ice.

The clone of Mizore got back up, her face almost completely shattered. Her hands took the shape of icy spears. "My business was only with Moka, but you just had to stick your flapjacks where they didn't belong, didn't you? Now, you both need to die..."

-TIME BREAK-

"What did you do to her?" Ben questioned backing away, his hero instincts on high alert.

"Don't worry about her, she's not going to be a problem anymore" Mizore said dangerously.

"What did you...?" Ben questioned again, but stopped as he lost all feeling in his legs, they felt REALLY cold. Looking down, his feet were encased in ice... and was making its way up his body!

"I can't let you leave, Ben. Don't you understand? It was fate that you and I met. We were drawn together because we both know what it's like to be alone" Mizore spoke softly, making her way toward Ben. She was now in her monster form, though it didn't look to different from her human one. Ice claws covered her hands while her hair seemed to turn to ice as well, other than that she still looked the same. She was a Yuki-Onna, monsters' that controlled ice.

"Haven't you ever seen a snow woman before? I can bend ice to my will and make it do whatever I choose" said Mizore, making rows of ice pillars as she walked. She then ran an icy claw down his cheek. "Just relax... once I encase you in ice, we can chill together... forever and ever."

Ben hissed as body went numb the more the ice encased him. Any longer in this, he'll turn into a Ben-sicle! He couldn't use the Omnitrix as this point, for his arms were rendered numb and useless due to ice itself. However; inside the ice, his Omnitrix glowed dark green. Ben's body began to feel warmer somehow, which he didn't understand. An adrenaline rush perhaps?

With newfound strength, he managed to get both his hands out of the ice. This shocked Mizore of course, not expecting him to break out so... wait. What was that watch he had? Ben scrolled through his watch as quickly as he could, the dark light of course now having vanished.

"A-a-as c-cool as t-t-that s-sounds-s-s... I-I'm t-t-too hot for y-you."

FLASH!

Ben's entire body was covered in red stone. The creases in between glowed brightly with heat, yellow flames rose from his face and his hands swelled to a bigger size. In the center of his chest was the symbol of the Omnitrix. "I tend to turn up the HEATBLAST!" The fiery alien roared as he melted ice that tried to cover him.

**Kou:** Another obvious name for another obvious alien form. Heatblasts AKA Pyronites are basically human rock-like torches. They can even use their powers in water, abet limited, meaning too much water can put then out for a while, though they will heat back up eventually. Like the Human Torch from Marvel, they can fly, though Ben's not the best at it without a trick he learnt. WEEEEE!

Mizore backed off quickly, shielding her face from the heat radiating off her target. Yuki-Onna/Snow Women were very sensitive to high temperatures. Despite the rumors saying he had a variety of forms, she didn't think Ben could transform into something like this. "Mizore, just quit while your ahead. I don't want to have to hurt you" said Heatblast.

"I must have you, its fate!" Said Mizore, becoming irritated. She launched ice projectiles at the Pyronite, hoping that even if he can melt her ice, the water will douse his flames.

_'Great, more of this destined crap'_ Thought Heatblast. "I told you, I'm too hot to handle" he continued, walking over to Mizore in the same manner as she did moments ago.

The icy projectiles that hit Heatblast melted, even the water evaporated. "Well if ya can't stand the heat, stay outta the kitchen" taunted Heatblast. While he was walking toward her, the ice pillars she made also melted. In desperation, she fired a huge blast of ice from her hands, which did freeze Heatblast... for about 2 seconds before it melted away.

Backing into a tree, she never felt so terrified in her life, she picked the wrong monster to mess with. Heatblast was directly in front of her now, and he noticed water seeping away from her being. Did she have an accident? Wait. If she's a snow woman, was she... melting?!

"Aw man, sorry about that. Ya just almost froze me to death" Heatblast apologized, backing away from Mizore and his body flashed green. Mizore gave a soft sigh of relief, happy to be free from the flames that threatened to harm her.

"I wanted to keep you, I guess I can't" Mizore spoke softly.

_Great. Another girl crushing on me, Gwen'll never let me live this down'_ Ben thought, sighing to himself. He was unsure about what to do next, obviously Mizore like him... a LOT. The problem was that she had gone to extremes to try and make Ben her man. Mizore didn't seem to be very experienced in getting boys' attention.

Or... maybe that was how Yuki-Onna did things...

Reaching down to her, Ben held out his hand to help her up. She hesitated. Understandable since she almost overheated, but took his hand a few seconds later. "I honestly don't mind hanging with you, I really did enjoy myself. But you can't just force someone to be your boyfriend, it isn't the right way to start a relationship or make it work" Ben explained, pulling Mizore up. It was ironic that he was giving relationship advice, yet he's never been in one.

Kai Green was probably the closest he's ever gotten, but still...

"How else will I get you to pay attention to me?" Mizore asked.

"Well, you had my interest when you got a paper from me. Then you invited me out here. Go with that. Things like these take time, in the meantime can you not threaten my friends?" Ben said.

"...okay" Mizore nodded.

_Back at the classroom..._

Meanwhile, Moka and Kurumu struggled to get free of the ice encasing them. The ice clone was about to strike... when she suddenly shattered completely. Both girls blinked and looked at each other, as the ice also broke from around them. They brushed off themselves...

"BEN!" They both gasped making eye contact with each other as the thought of Ben in danger hit them.

_Back at the lake..._

Mizore eyes were on the ground, refusing to meet Ben's gaze. She felt too ashamed to look at him. She just tried to encase him in ice, and he managed to defeat her without lifting a finger. Instead of destroying her however, he stayed calm and tried to understand her reasons. Hell, she thought he'd be mad, but he wasn't even that! She didn't deserve such kindness.

An ice crystal dropped from her eyes, which had been a tear a moment ago.

"Mizore?" Ben asked.

"I don't deserve you" Mizore sniffled. Rubbing her eyes and with loud sob, a cold wind blew around her... and she disappeared.

"Mizore, MIZORE!" Ben cried out, but Mizore was already long gone. "Aw... shoot!"

-TIME BREAK-

In the Teacher's Faculty Room/Lounge, Miss Nekonome was grading some papers when a teacher with red hair approached her.

"Miss Nekonome?" Asked the teacher.

"Yes, hello there Mister Kotsubo. How can I help you?" Miss Nekonome asked, kindly.

"Listen, is it true that a Mizore Shirayuki attended class today... for the first time in months?" Asked the teacher, now known to be Mister Kotsubo. For a middle aged teacher, he was quite handsome, wearing track suit pants and a sleeveless shirt... apparently he also thought he was slick.

"Why yes, she did. I'm so happy she decided to join us" the happy-go-lucky cat answered.

"If I were you, I'd watch out for that one" said Kotsubo. "Meow?" Went the cat woman.

"HEY! Your not allowed in here!"

"It's an emergency, MOVE!"

Looking toward the door, both teachers noticed a student that was quite popular with the ladies. "Oh, Mister Tennyson, what are you doing here?" Asked Miss Nekonome, recognizing one of her students

"Hi Miss Nekonome, sorry to bother you, but do you know where Mizore lives?" Asked Ben, it looked like he was almost out of breath, as if he ran all the way here.

"Um... yes, but why do you ask?" Asked Miss Nekonome, taking notice of Ben's expression. Whatever reason he was here must be very important.

"I'm worried about Mizore, she was... er, crying and ran off before I could found out what was bothering her" Ben answered, not wanting to state that he WAS the reason, that most likely wouldn't help.

"Aw, how nice of you. I see why most of the girls take a liking to you, here's her room number" said Miss Nekonome, writing down Mizore's room number on a sticky note and handing it to Ben.

"Thank you, ma'am" said Ben, bowing and was about to leave when an arm gripped his shoulder.

"You sure you wanna do that, kid?" Asked a rough voice from behind, Ben turned to see it was Kotsubo. "She's dangerous, you know. A real unstable girl" he continued.

"And?" Ben answered. He didn't like this guy, he got an odd feeling from him. Not just because he was most likely a monster like everyone else, but another... more sinister reason.

"She's trouble, know why she was gone for so long?" Kotsubo asked.

"She was sick" Ben answered, not liking this guys tone at all. Teacher or not, no one should talk down about anyone.

Kotsubo just chuckled. "That's a cover story. She attacked a teacher and 4 other students, apparently for no reason. She just snapped."

"Huh?" Ben blinked, that didn't sound right. Sure, Mizore seemed to resort to 'violence', but only when there was a real reason. Pretty much every student Ben had met here so far did the same thing. Whether it'd be getting lucky out in the woods, rebuilding a dying race, or feasting on souls of students; each monster Ben had encountered had some kind of an underlying motive behind their actions.

"No mistake kid, I was the teacher she almost froze to death, put me down a while too. The ice from 4 other students was pretty unmistakable, so there's talk of Mizore getting expelled" Kotsubo said.

Ben observed that he seemed to be enjoying telling the story about how Mizore had 'attacked' him. He was leaving out a lot of details from his story. Like where he was attacked, why was he attacked and what he was doing around her in the first place. Again, no monster seemed to attack randomly without a reason.

"How are you sure it's her that froze them?" Asked Ben.

"The ice, who else would it be?" Kotsubo answered.

"Well, she can't be the only Snow Woman here. There must be 100's, if not 1000's of monsters here. Mizore can't be the ONLY one in the entire school" Ben tried to argue.

"Ohhhh, that's a good point! It could be someone else who uses ice. She's just the only one who we know who can!" Gasped Miss Nekonome.

"Look, I know a troublemaker when I see one," said Kotsubo said, then he turned to Ben. "And how'd you know she was a Yuki-Onna?"

"Uh... educated guess?" Ben white-lied. "Besides, weird stuff happens here all the time" he continued to retort.

"You know..." another teacher, Ririko Kagome, spoke up. She had been overhearing the conversation. Kagome was a sexy teacher who wore short skirts and let her cleavage show... a little too much. She was incredibly beautiful with full red lips and always with a sway in her hips as she walked. Not that Ben was looking, but her assets seemed to bounce exactly like a certain succubus'.

"Mister Tennyson does has a point. Plenty of odd things tend to happen here with so many different monsters grouped together" she continued.

Kotsubo started to become agitated. "Hey, are you forgetting that she attacked me? Can we really let that go? The fact she hasn't said anything for herself speaks guilt!"

"Maybe she's afraid to? I might be able to get her side of the story" Ben answered.

"You'd better get going then, I wish you success" Miss Nekonome smiled brightly.

"Thanks, I'll do what I can" Ben smiled. He eyed Kotsubo for a second before he headed for the exit of the room. He was starting to feel that something was up and if he didn't do something soon, Mizore was going to get seriously hurt.

As Ben was leaving though, Kotsubo was staring at his back with a frown. _'Another troublemaker.'_

-TIME BREAK-

Ben would often jump to conclusions and it was up to either Gwen or Grandpa Max to set him straight when he was younger. After growing up, he managed to learn how to listen to the perspective of others so he wouldn't be making such mistakes again. As far as he could tell, Mizore wasn't a bad person, just lonely and misunderstood... and maybe a little socially awkward as well.

Ben stood at Mizore's door. It had the name plaque 'Shirayuki' hanging at the front. _'Ok Mizore, time we talked'_ he said to himself, knocking on the door. With no answer even after calling her name out twice, his hand went to the knob, but recoiled from the sudden chill.

Well, she was a Yuki-Onna, so it was probably normal for her doorknob to be cold. He tried again and it turned easily. "It's unlocked," Ben observed. He pushed the door open and an arctic breeze greeted him. The entire place was covered in ice. Did she ever turn off her AC, or was she never at the dorms much?

"Mizore?" He went inside and wished he'd brought a winter coat along. He heard a crack as he stepped onto something and looked down to see a framed photograph. He picked it up and despite the layer of ice covering it, he could see it was a picture of him. "Guess she's been crushing for awhile" muttered Ben. He exited the room and closed the door behind him. Once getting out, he activated his Omnitrix. "Alright Wildmutt, fetch!"

FLASH!

-TIME BREAK-

Mizore was standing at the edge of a cliff that was overlooking the large lake, she was alone once again. She'd done some thinking, maybe she shouldn't have attacked Moka or tried to freeze Ben. But, she was just so lonely and he seemed the same way... too bad she was wrong.

"Well, well, well" she heard a voice. "Alone again, huh?"

Mizore spun around and saw the gym teacher, Kotsubo. Mizore backed away from the grinning teacher. "You know, it's funny what kind of card life deals you" he said as he approached her, grinning lecherously. "You said you liked me."

"You were taking advantage of me, I didn't like it" she defended. She did say she liked the gym teacher, that was actually true, but not like _that_.

"Nobody'll believe you, it's a teacher's word against a students" Kotsubo said. He then lunged at her and pinned her to the ground with... where did those long black arms come from?

"Let me go!" She demanded, struggling against him.

"Don't be like that" he licked his lips. "I'll put in a good word for you, how's that?"

Mizore's eyes blazed with fury and she was about to attack him when all of a sudden, a large orange blur smashed into Kotsubo. After knocking him away, it stood in front of Mizore, snarling at the gym teacher. Mizore blinked and then realized a gorilla-like beast saved her. It flashed green and became a human, one she recognized. "Stay away from her, ya creep!"

"Ben?" Mizore blinked in confusion, he came for her?

"Mizore, stay behind me!" Ben said. Kotsubo recovered and stood up.

"You just couldn't mind your business, could ya?" Asked Kotsubo, getting a bit angry.

"Your a teacher, asshole. Your supposed to get students through school, not get your jollies off of them!" Ben snapped. He was really starting to hate this guy, almost as much as Vilgax.

"I'll do more than that, boy! I'll have her screaming like the slut she is... but first, I'M DRAGGING YOU DOWN!" Shouted Kotsubo, changing his form. He grew an octopus head that was attached to the back of his body, acting as a cowl. The head had tentacles swinging about and his own arms had turned into tentacles with suction cups... and he looked REALLY pissed off.

**Kou:** Quick monster fact: Kotsubo is a kraken. Krakens' are normally peaceful creatures, but piss them off and they'll drag you down to the bottom of the ocean. They are powerful monsters, but if you manage to defeat one, they may grant you a wish. WHEEEEE!

_'Great, he looks like him too'_ Ben thought. He was about to "Go Hero" again, but a tentacle wrapped around his left arm and pulled him toward the angry sea monster.

"Ben!" Mizore shouted.

Getting squeezed by more tentacles, Ben was slowly being crushed to death. "Gaijin monsters really are weak it seems, rumors say you beat an orc without trying, and you have at least 12 different forms. What's the matter, losing your breath?" Kotsubo sneered.

"[inaudible] you... fish bait..." Ben managed to utter. Kotsubo swore he heard an "F" somewhere in there. His face curled into mask of fury and crushed Ben as hard as he could, he would teach this damn American to respect his elders. His plan was cut short when he felt a sudden chill in his tentacles, then they became so cold it burned. The kraken howled in agony as his beloved ropes of death become brittle and with some effort, Ben broke free and backed away on the ground, letting precious oxygen back into his lungs.

"Ben, are you ok?" Cried out Mizore as she ran to his side, holding the Omnitrix teen.

"Sure, never better" he coughed. "Now get out of here while I deep fry calamari-face."

Mizore looked regretful, Ben was trying to help her even after what she tried to do to him. Now, it was her turn to help him. As she held him, her hand slipped down and was pressed up on the Omnitrix. Suddenly, the watch-like device beeped to life. The two teens stared at it curiously as she quickly removed her hand. "What's happening?" She asked. For some reason, the light in the face plate, which was normally green, was yellow for a second before...

**"DNA SAMPLE, ACQUIRED. NEW TRANSFORMATION, NOW AVAILABLE."**

The holographic display now depicted a figure wearing a cloak of some kind and it resembled a phantom-like being. Ben had never seen such an alien before, was it as he thought? Did his watch actually just absorb monster DNA by touch, like it did with Snare-oh? But as Kotsubo was recovering and regenerating his tentacles, now wasn't a good time to question it... but a good time as any to try it out.

"Mizore, cover your eyes!" Instructed Ben. She did as he slammed down his hand onto the Omnitrix. This new alien seemed to be hidden under a large dark blue cloak. All that could be seen of its body was a blue face with large green orbs for eyes (they appeared bug-like) and a mouth that looked like clenched teeth. Blue clawed hands came out of the sides of the robe, along with feet with 2 toes from the bottom. He exhaled and gave off mist, indicating a chilly breath.

Once the light died, Mizore looked in shock at what Ben had changed into. What kind of monster was that? Furthermore, what was that business about _'DNA sample'_ and _'new transformation'_?

"Ha, you don't look so tough! Does the Grim Reaper know you raided his wardrobe?" Kotsubo crowed. He had to admit, Ben new form got him for a second, but did't think much of it.

"Appearances... can be deceiving. You might be in... for a BIG CHILL!" Ben's new form spoke. That's when his cloak unfurled, it was in fact a large pair of blue moth-like wings. Big Chills body was entirely blue with the symbol of the Omnitrix was in the center of his chest proudly placed, and a long pair of antennae rose from his head. What others would see as a giant mothman, Mizore saw something else.

"A snow angel" Mizore gasped, entranced by Big Chill's uncloaked appearance.

**Kou:** Talk about a 2-in-1 deal! Necrofriggans such as Big Chill are like Ghostfreak and Arctiguana rolled into one nasty customer! These insect-like aliens can fly at considerable speeds, breathe freezing vapors and turn intangible. Despite their frail stature, they possess superhuman strength and it's not wise to cross them, they have means of making you regret it for a long time... IF you live that long. WHEEEEE!

Flapping his giant wings, Big Chill took to the skies. Kotsubo attempted to strike him with his tentacles, but Big Chill phased through them, covering them in ice in the process. _'Hmm, handy'_ commented Big Chill. This new alien appeared to have the powers of both Ghostfreak and Arctiguana, though the bug-like body of Stinkfly.

Kotsubo cried in pain as he felt his tentacles freeze for the second time. "Too cold, for you? Would you like a hot bowl of chili?" Joked Big Chill.

Kotsubo lashed out with tentacles that weren't frozen, to no avail. Big Chill just evaded and phased away from each strike, freezing more of the giant sea creature. "I hate cliffhangers, but I think you deserve one" said Big Chill. He took a deep breath and blew an icy breeze out of his mouth. Not only did this freeze more of the enraged kraken, but it was strong enough to push him off the cliff.

With the kraken defeated and Mizore saved, Big Chill hovered down to the ground and furled his wings back into a cloak. Mizore ran over and hugged him, crying. "I'm sorry, Ben... this was all my fault" said Mizore between sobs.

Big Chill just hugged her back, not knowing what else he could do. "Its not. He was a horny teacher looking for a good time, he misunderstood who you are" said Big Chill. Both he and Mizore turned when they heard feet running along the ground. Moka, Kurumu and Yukari ran onto the scene.

"Mizore, we came to talk and..." Moka was saying.

"WHERE IS HE, YOU SNOWY SLUT?! WHERE'S MY DESTINED ONE?!" Screamed a certain succubus, growing her wings and flew towards Mizore with her claws out. Just before she struck, Big Chill held her back with one hand.

"Chill out. I'm right here" Big Chill said. Although his voice was a little raspy, Kurumu recognized it.

"B-Ben?!" She asked, then noticed the symbol on his chest, clearly surprised that he was yet in another form she's never seen.

"Who else?" Big Chill chuckled.

"You never told us about that one!" Said Yukari.

"Didn't know it existed either" said Big Chill. He took a minute to explain what had happened to the rest of the girls, including the new alien and where it came from. Moka and Kurumu looked a bit jealous, seeing as Mizore was one to give Ben new powers, but they put it aside for now.

"Great, another Gin" said Kurumu, dryly.

"Well, where is he now?" Asked Moka, concerned that if he wasn't stopped, he'd come back for more.

"Aw, he's off taking a nice cool dip in the lake. I don't think h..." Big Chill explained, but something warped around his neck and pulled him back along the ground. ( **AN:** Before I get lit up on a campfire, Big Chill's ghost-like powers will NOT work if he's caught off guard.)

"BEN!" Yelled the girls, running after him. Moka managed to catch up first. She reached out for Big Chill to grab her hand but before we see what he caught, he was pulled instantly toward the edge. Kotsubo climbed up, shocking everyone. He was wet and had bits of ice still stuck to his body... and to say he wasn't a happy camper was an understatement.

"YOU GAIJIN FREAK! I knew you were a troublemaker first time I saw you! I'm gonna squeeze you so hard...!" He screamed, not noticing Big Chill was clutching something... before a bright light flashed off a certain someone. The kraken let go of Big Chill to shield his eyes. "WHAT THE HELL, WHAT'S WITH THAT BRIGHT LIGHT?"

( **AN:** Queue the Moka transformation music.)

Big Chill blinked, and looked what he caught. "... Oh great. She's gonna kill me for disturbing her beauty sleep."

_When the rosary seal over her breast is removed, Moka's innocent self vanishes, and her inner vampire... awakens_. **"So what now, Gin at it again?"** Asked Inner Moka, taking in her surroundings. That's when she noticed Kotsubo's true form, getting an idea what was going on. **"... An octopus?... You called me out. To deal. With an octopus?... Are you trying to insult me?"** Asked Inner Moka, getting right in Big Chills face.

Big Chill put up his hands in defense nervously, also leaning back slightly due to her close proximity. "H-hey, I-I-I was gonna let ya sleep."

"Octopus?! RARGH!" Kotsubo shouted as he lashed out with his tentacles.

"Move!" Shouted Big Chill the girls. They obeyed and started their attack.

"Magic wand, let's rock!" Yukari said, summoning a decent-sized boulder to smash Kotsubo's head. Kurumu carried Mizore while the snow woman and the Necrofriggan froze tentacles in their path. Inner Moka however, had her arms crossed and sidestepped each tentacle lash with ease... Kotsubo just wasn't worth her time.

Finally, the perverted gym teacher was frozen in a block of ice with only his head sticking out. He struggled but then looked horrified as Inner Moka strode towards him. **"Normally, I wouldn't deal with pests like you... but I think now's a good to stretch my legs. KNOW YOUR PLACE!"** Inner Moka shouted out, before Kotsubo's vision was filled by white panties. He was sent flying across the water like Captain Cutler from _Scooby-Doo 2: Monsters Unleashed_ before dropping inside.

**Kou:** That was fun to watch, this episodes big showdown took a total of 3 minutes, 23 seconds! WEEEEE!

Inner Moka scoffed and turned around, Big Chill was holding out the Rosario to her, and was bowing in a gentleman-like manner. "Excuse me, madame. I think you dropped this" he said in a joking tone.

Inner Moka just took the Rosario. " **While I appreciate the exercise, I would've preferred not to deal with sushi a second time. Although... I dare say you're doing almost too good of a job protecting my other side, barely get any fun these days"** Inner Moka said.

"I'll try to include you in the next life-or-death brawl. I'll even make sure its a decent opponent" chuckled Big Chill.

**You'd better. See you later, smart-ass"** Inner Moka said, placing the Rosario on the chain, returning her to regular Moka. Big Chill's emblem flashed red and he returned to human form at the same time, catching her as she passed out in his arms.

Gin, meanwhile, was in the bushes with his camera...

-TIME BREAK-

_**"Rapist Teacher Exposed! Okuto Kotsubo meets a Bone-Chilling Demise!"** _

This was on the front page of the Yokai Times, with a picture of Big Chill blowing his icy breath at the kraken. The day after the fight, what Kotsubo did to Mizore was revealed, turning his reputation to mud. He might have been fired under normal circumstances, but after the thorough beating he had received, his sentence was lightened. Of course, he lost all respect with most of his fellow teachers. Those in the Newspaper Club were celebrating their victory and good deed.

"Kampai!" They all cheered.

"To a major scoop!" Gin smiled.

"And we have Ben to thank for it!" Kurumu smiled as she leaned against said American's shoulder.

"But how did you know where to go in the first place, Ben?" Wondered Moka.

"There was something about that Kotsubo guy that rubbed me the wrong way," Ben explained. "He seemed to almost be amused with telling how Mizore attacked him. He was also leaving a lot of details out of the story. Not to mention he was getting mad when I started defending her. So I got Gin and went Wildmutt to track Mizore down."

Gin snickered. "Of course, when we got there Kotsubo-sensei was already attacking. So Ben went to do the hero stuff and I decided to collect evidence."

"How noble of you, let us do the dirty work" said Kurumu, dryly.

"And thanks to the 4 of you, Mizore won't be getting expelled, isn't that wonderful!" Said Miss Nekonome.

Ben smiled, but suddenly sneezed as he felt a chill. "I think someone should close the window, I think there's a draft" he said.

"That wasn't coming from the window" Moka said and she pointed at the door. Ben and the others turned to see Mizore at the door.

"Mizore?" Ben blinked.

"Oh, your hair's shorter" Moka pointed out. It was true, she now sported a shorter hairstyle. Standing up, Ben went to greet her. "What brings you here?"

Mizore began to blush. "Uh, I decided to shorten it. Do you like it?" She asked.

"Me-OW! I think it looks super-duper good on you!" Miss Nekonome said, jumping from her seat.

"Yeah, you look cute" Ben smiled.

"I'm glad to hear that. It's corny... but I feel like I've been reborn" Mizore said, returning the smile as she hugged him. "I'd like to thank you again... for sticking up for me, my beautiful snow angel."

"Hey, get off him!" Shouted Kurumu. She got up, but suddenly she was frozen in a block of ice.

"Mizore!" Gasped Ben.

"Sorry, old habits die hard" said Mizore. She then turned her attention over to Gin, but she didn't release her grip on Ben, nor unfreeze Kurumu. "Also, I wanted to join the club. It's just that... I don't want to be alone" she continued. Everyone was surprised by her sudden desire to join the Newspaper Club, Ben not so much since he's seen whats in her scrapbook.

"Well, welcome to the Newspaper Club. We welcome anybody! Especially cute girls" said Gin, as pictures fell out of his pocket. Sadly for him, they landed in front of a frozen Kurumu and all she had to do was look down with her eyes. The ice melted in seconds flat when she saw girls in nothing but bras and panties.

She and a young witch sprang into action...

**Kurumu:** _(kicks/stomps Gin multiple times)_ YOU PEEPING PERV!

**Yukari:** _(whacks Gin with her wand multiple times)_ SO YOU COULDN'T STEP IN BECAUSE OF A "MAJOR" SCOOP?!

Moka just frowned, not liking how Mizore was hanging off Ben, but she knew Ben wasn't like Gin, so she allowed it. He was just too nice sometimes. Ben however, was shivering as his teeth chattered due to Mizore hugging him. "For now on, you can just call me your snow bunny and soon, we'll make lots of snow babies" said Mizore.

That did it.

Moka's expression darkened, which got Yukari and Kurumu to momentarily stopping beating the helpless werewolf and look at the cause of the sudden change in the air.

"Snow bunny... lots of babies... grrrrrr, BEN IS MIIIIIIIIIIINE!"

"WAIT, HOLD ON! WAIT A SEC, I'M NOT READY!"

CHUUU!

"GAAAAAAAAAAAAAAAAAAAAAH!"


	8. Chapter 8

An alarm clock read 2:11am. We see our hero Ben... snoring. The party from the last episode was pretty long, and draining in more ways than one. To recap, not 1 of Ben's friends/club members other than Moka knew he was human, but they did know about the Omnitrix though (except Gin, who was knocked out). Despite her protests and covering her ears, Miss Nekonome also was on the same boat.

Ben could have sworn he heard something call his name just now, but was too tired to get up and just rolled over. "Ben..." a voice called again. Ben moaned and covered his head with a pillow to try and drown out the noise. "BEN TENNYSON!" Someone yelled, snapping Ben awake and making him crash on his dorm floor. Ben groaned, rubbing his head.

"If your that much of a sound sleeper, I still can't believe Vilgax hasn't tried to slice your throat" said the voice. Ben gasped, he knew who it was... and didn't expect to hear from him again. He looked up and on his dresser was...

"Azmuth!?"

He thought he was still dreaming, he hasn't seen Azmuth since that incident with the alien's father (Ben10: Destroy All Aliens). But lo and behold, there he was standing on his dresser. How exactly did he get here? Azmuth was a Grey Matter/Galvan, he just looked older than Ben's form of one. "H-hey Azmuth, w-what's up? Look, if this is about that..." Ben stuttered, but shut up when Azmuth held up a hand.

"Relax kid, your not in trouble. I just have a few questions" Azmuth said. "I sensed you've unlocked a new alien, congratulations by the way."

Ben was confused, in the short time he knew Azmuth, he figured he wouldn't just come for a quick chat or congrats. "But what's puzzling is the method how you unlocked it, it wasn't by accident or the Omnitrix instantly recharging itself to save your life. Tell me what happened" Azmuth continued.

Ben proceeded to tell Azmuth exactly what happened, how he unlocked Big Chill with the touch of Mizore. "... and its light was yellow, like when I faced the mummy and werewolf aliens" Ben explained.

"I see. The Omnitrix went into capture mode and absorbed the DNA of your Snow Woman friend" Azmuth stated.

This shocked Ben, he didn't say anything about Mizore's true self! "Uh... how did..."

"I know that Yokai Academy is full of monsters'? Boy, I'm not the smartest being in 3 galaxies for nothing. Listen Ben, the Omnitrix doesn't just have DNA from alien life forms, its full of DNA of everything in the Milky Way. Plants', animals', insects, you name it. One of the reasons I invented the Omnitrix was in case a massive slaughter of life, the Omnitrix can restore it. I can name 150,000 species off the top of my head, but there's more than 1 million contained in that watch of yours" explained Azmuth.

Ben would have fainted if he wasn't so gobsmacked... over 1 MILLION?! Then even his future self Ben 10,000 was way off!

"Unfortunately. because monsters aren't exactly favored by aliens either, I had yet to experiment with their DNA codes. Yet the Omnitrix seems to have taken it well. No self-destruct sequence, no glitches of alien abilities and no hybrids of any kind. But what I can't figure out is why you unlocked a Necrofriggan, and not gained a Yuki-Onna form instead" pondered Azmuth.

"Necro-what now?" Asked Ben.

"Ugh, right... you name them... Big Chill, I mean" said Azmuth. "Uh... maybe cause they have similar powers?" Ben spitballed.

Azmuth facepalmed, how could this kid be the legendary wielder like that Time Walker stated? "Maybe the myths about a coexistence were true..." mumbled the Galvan.

"What happened?" Asked Ben, not hearing what Azmuth said.

"Er, nothing. In any case, just be more careful. If you keep taking samples of monster DNA left and right, who knows what'll happen?" Azmuth warned.

"Aren't you supposed to know this stuff?" Ben asked.

"Inventing something and knowing what its functions are is one thing, knowing what it WILL do is another" said Azmuth and with that, he teleported away somehow.

Ben looks at the 4th wall. "Doesn't anyone say goodbye anymore?"

( **AN:** Theme Song.)

**Chapter 8: Another new alien + Vampire**

It was another day at Yokai Academy, students and teacher were walking into campus. One student, a boy, turns around as if hearing something. This action was followed by 3 more boys, and all 4 of them blushed. A very popular teacher was walking by, Miss Ririko Kagome.

"Woah, who the hell's that babe?!"

"The hottest math teacher in Yokai Academy, Ririko Kagome!"

"I never seen her before..."

"She was in the last episode, dude!"

**Kou:** HEY! Useless, annoying and unneeded commentary is MY job! WHEEEEE!

"Oh, Pi R Squared!" She moaned, as a wind lifted up her skirt of all to see. After it passed, she blushed. Even Mother Nature knows what buttons to push in fellow women. She continued on her way, seemingly not noticing the boys on the ground. All that came from them were fountains of red liquid out of they're noses.

Towards the gate, a blue blur skidded to a halt. "W-wow that was fast, thanks Ben! No wonder your never late" said Moka, she was running late this morning and Ben offered to help as XLR8.

"Like I said, emergencies and homework" said the blue raptor-like alien, flashing green and changing into the human Moka knew and loved, but why were there circles under his eyes?

-TIME BREAK-

In math class, Ben was having trouble staying awake. After Azmuth came to visit him in his room, Ben couldn't fall back to sleep last night, his mind was racing. How was he, a human in a monster school, supposed to "be more careful"? Ever since coming here, almost everyday was one life-or-death struggle after another. The only reason he didn't regret it was because he made amazing friends. Luckily for him, he didn't fall asleep, but he barely got the lesson. Then the bell rang, singling the end of class and the students walked. Ben was a little slow though, and as he was about to leave...

"Mister Tennyson."

Still not fully awake, Ben turned around. Only to be face-to-face with his highly attractive math teacher, that would wake any man up. "GAAAAAH! Yes madame?" He said quickly.

"You've been a bad boy, Mister Tennyson, you need to listen when the teacher is talking. Finals are coming up, you don't want to flunk out... do you?" Kagome said in a low tone. Ben couldn't help but feel warm inside, having a smoking hot teacher this close plus his own teen hormones equals not a fun situation for him. Of course, ask a horny student that and it equals something else...

"Y-yes M-Miss Kagome... I-I mean, no! Not all at Miss Kagome" said Ben, trying to keep his mind from going to the dark side.

"Well, why don't you come to one of my tutoring sessions? I'd love to help you study..." Kagome said, again in a low tone. Ben had to admit, he could use the help. Though Kagome seemed to enjoy the idea too much, if that odd smile on her face was anything to go by. Still, it might benefit him.

"Uh... ok, sure" he said, backing away a little.

SMOOSH!

And just like Kurumu, he was pulled into a women's breasts. _'G-God... these are softer than Kurumu's... argh, no! Not the time!'_ Thought Ben.

Kagome pulled him away and blushed. "I'm sorry. It's just that I'm so happy, I haven't had a single tutoring session in months. I... can't... wait!" She said, tapping Ben's face before walking off.

Ben brushed himself off, and cleared his mind of the hormonal thoughts flooding his brain. "Sure you can't..."

-TIME BREAK-

**Kou:** It's a new day and its tutoring time, WHEEEEE!

The next day, Ben was in the Newspaper Club room with his friends. Miss Nekonome was out grading tests and Gin was... being Gin again.

"So, your going to Miss Kagome's study session?" Asked Kurumu.

"Yup. She seems a little _too_ excited about it, but I guess she loves her job like Miss Nekonome" said Ben.

"That's one way to put it. I talked to some older students about it, they say she always goes overboard with it, nowhere near Miss Nekonome" said Kurumu.

"Uh ok, thanks for the warning, anything else?" Asked Ben, though he regretted asking when Kurumu squeezed her... headlights.

"Yea, there's 2 big problems. BOYS WON'T STOP STARING OR TALKING ABOUT HER TITS!"

The human, snow woman and vampire gasped; the 2 latter girls just looked down at their own. It was a girl thing. Ben could have said something, like it didn't matter how big they where, but it may come out the wrong way, so he kept his mouth shut. Besides, they just dealt with Gin's scheme, and he didn't wanna go down that road again.

"Aw, titty-pie jealous cause your kids aren't as massive as hers?" Mocked Yukari, seeing a chance to tease Kurumu.

"Well, actually... the only kid here is you. Your flat, pancake chest proves it" said Kurumu, emphasizing her point by patting Yukari's chest.

"Well these are too big, how do you walk in these things?" Said Yukari, cupping said objects, not taking into consideration on what that did to Kurumu's face. Watching this, Ben pinched the bridge of his nose. There they went again...

"True, but what makes really nice is how squeezable they are, unlike yours" said Kurumu, making Yukari gasp.

"Your so superficial. Guys prefer small chests cause they offer quality over quantity; and come wrapped in a cute, tiny package" argued Yukari, rubbing her pair of assets.

"Yet, their still flat as a board" Kurumu simply stated. Yukari gasped again.

**Yukari:** YOU SHUT UP!

**Kurumu:** I DON'T TAKE ORDERS FROM LITTLE, BRATTY KIDS!

**Yukari:** AT LEAST I'M NOT A LACTAID COW!

**Kurumu:** WHAT DID YOU SAY, FLATTY-FLAT CHEST?!

"Can you two just knock it off already?" Asked Ben, sweatdropping. No matter what the conversation would be about, somehow those 2 would end up arguing over bust size. "Well, I'd better get going. See ya guys later" he continued, heading out the door.

"Good luck, Ben" Moka wished.

-TIME BREAK-

Walking down a hall, Ben couldn't help but think about and chuckle at his friends' antics. Life was never dull when any of them around. _'Only in Japan can you find uncensored comedy on a daily basis'_ he thought to himself. As he was continuing to his destination, something ran into him. "Ouch, what was that?" Asked Ben.

"S-s-sorry man, but I-I-I gotta get out of this school! That teacher is nuts!" Said someone. This person was a boy in a standard school uniform, he was skin was tanned and he had brown hair and eyes. Before Ben could get his name, he took off like a kid running from a dad with a belt, screaming like pansy.

_'Who was that? And what's his deal, it's not like he's a human like me'_ Ben thought, he shrugged it off and headed for the tutoring room. ( **AN:** Use your imagination, I'm sure you'll figure out who that was.)

"Huh, this is it?" Ben asked himself out loud. Looking up, he sees a sign that says "Remedial Classroom" in Japanese, it also had 2 scythes and 4 skulls decorated on it. "Grandpa told me his father went to a remedial school, wasn't it for war veterans or something?" He asked himself out loud again.

"Mister Tennyson, is that you?" Asked a sweet sounding voice from inside the room.

"Uh... yeah... Miss Kagome?" Asked Ben.

"Yes, please come in and we'll begin you lesson" said Miss Kagome. Opening the door, the first thing Ben saw was an Ox's skull on the ceiling. On various tables, there were candles with wax in the shapes of different faces. Finally, Miss Kagome wasn't in her usual outfit. Instead, she wore a black leather skirt with a matching black leather bra. The American teen flushed red and his horny meter was starting to climb.

"Uh... ma'am... why are you... wearing that?" Asked Ben, trying to stay rational.

"What, this old thing? Oh, I just thought it might give you the necessary... motivation" she said.

_'Sure, that's one way to put it'_ thought Ben, sarcastically. "Well... er, no offense but uh... don't you find this a little weird? I mean, I'm your student and..."

SMACK!

Kagome whipped Ben's face with lightning speed with a whip she was carrying. "Weird? I don't find this weird at all, in fact I find it... comfortable. But your right, your the student and I'm the teacher... who the student must obediently obey. And your scent is so... refreshing. It's almost like a human's, just like that last boy who left" she said, walking toward Ben. He wanted to move, but his feet were frozen. Whether it was fear or overactive hormones, Ben wasn't sure.

"And... it makes teaching you more... yummy. Let's get started, shall we? My teaching is VERY... intensive" Kagome continued. She then she licked his nose and pulled him closer, before tossing him into a chair. Kagome then began to change into her monster form, the only change was her legs turned into a long serpent-like tail that had a flower bulb on the tip.

**Kou:** No, she's not a medusa, that's a totally different monster. Miss Kagome's a Lamia, a legend from Greek mythology. She has to power to control minds and transfer knowledge to others. According to the stories, a Lamia was a mistress to Zeus, the king of Gods. However, Zeus' wife Hera found out about it and killed the Lamia's children, making her mad with rage and started devouring the children of other mothers. Another version says Lamia was a queen of Libya and Hera stole her children, causing the queen to steal and eat other kids out of envy and despair, transforming herself into a demon. WHEEEEE!

"Ben, you forgot your... BEN!"

Suddenly, the door opened and their was Moka, holding Ben's bag. She dropped it in shock, but quickly recovered. "What are you doing to him?" She demanded.

"Moka Akashiya, you pest. We are in the middle of a study session!" Said Kagome, becoming angry. Using her tail, she slapped Moka out of the doorway and into a wall.

"MOKA!" Cried Ben as he got and raced over to her.

"Bad boy, Mister Tennyson. Get back in your seat!" Shouted Kagome. The flower bulb on her tail opened, revealing 5 white sparking tendrils.

"Moka, you ok?" Said Ben, helping her up.

"BEN LOOK OUT!" Moka screamed. Turning around, Ben noticed a flower was homing onto him. The flower clamped on his head, pulled him back in the room and shocked him. He then started blurting out mathematical terms really fast.

"OH YES! Just like that, Ben. Talk mathly to me, baby!" Cheered Kagome. From above, a voice said "Chill out."

A breeze of snow blew at Kagome, though not enough to freeze her. Mizore was seen poking her head out from the ceiling, she then dropped down to the floor.

"Mizore!" Said Moka, glad she wasn't alone in this fight.

"YOU SLACKER! I'll teach you to mess with me!" Shouted Kagome, shoving a handful of candles at the snow woman. They broke, making a firewall between Mizore and the battle taking place. While this was going on, Ben was still saying strong math words, but he was conscious enough to claw at the bulb on his head, not that it was doing much.

In a desperate attempt to get Kagome to stop, Moka throws a candle of her own, hitting the Lamia square in the face, cracking one side of her glasses. She wasn't too happy about that. "You miserable bitch, how dare you?!" Snapped Kagome, lunging at Moka and punching her into a wall of the room.

"Co-side tangent, probability distribution, MOKAAAAAAAAA!" Said Ben, seeing Moka had gotten attacked and just like at the Swimming Club, he somehow found the strength to fight the shocking pain in his brain.

Not noticing the dark green light shining on his Omnitrix again, he dug his nails as deeply as he could into 2 of the bulbs petals, one on each side of his head, and pulled. It wasn't enough to pry it off completely, but one of the white tendrils came loose. It wiggled around, trying to find something to latch into. And in doing so, it touched a certain object and beeping was heard.

**"DNA SAMPLE, ACQUIRED. NEW TRANSFORMATION, NOW AVAILABLE."**

Not caring what alien he unlocked now, he brought his left arm down and slammed the Omnitrix. He was in too much pain to be picky about his form, just something... ANYTHING to stop his enormous headache. The first thing he felt was the bones in his hands merge together, forming pincers. His head grew to twice the size of his body and sprouted 4 additional legs, similar to a crabs. His body changed to a dark orange-like color and the symbol of his green watch was on his waistline. Now with a bigger head, literally, the flower couldn't properly clamp and it fell off.

"Hmm... well... this is new. A crustacean-like Galvan, with highly advanced intellect to match. This life form should be named appropriately, perhaps... BRAINSTORM!"

**Kou:** Pretty sure you've figured this out, but Cerebrocrustaceans are like crabs, only smarter. With brainpower matching Grey Matter and electrifying energy of Buzzshock, Brainstorm is indeed a bright student. It's head can open up to reveal its large brain, which can shoot lightning or make protective force fields. Even Bill Nye won't try to out-think him, he can solve any difficult calculation in under 5 seconds, and he has an impressive IQ of 1 nonillion!(1,000,000,000,000,000,000,000,000,000,000) WHEEEEE!

Kagome was now in love, she's never seen such a huge head before... she could only imagine what kind mind power Ben had now!

"Oh baby, now I must have you! That humongous brain must be taught, the problems we could solve!" She said, hearts in her eyes.

"Miss Kagome, if only you knew what goes on in this here... you couldn't BEGIN to teach me!" Taunted Brainstorm.

"I suppose not... but I will teach HER!" Snapped Kagome, aiming her tail at Moka. Brainstorm scurried over his pinkette friend, opened his head and his brain began to spark. Seconds before Kagome could hit him, her attack was halted by a barrier of some kind.

"OOOOOOH! So smart, you can make a shield of pure brainpower! How I envy you, my sweet American stud!" Cried Kagome, blushing all the while. Shen then continued. "But even you need educational guidance!" Lifting up her tail and opening the flower, her snake-like lower body sparked up with electricity before shooting lightning at her opponent. ( **AN:** Not exactly sure if she CAN legitimately fire lightning from her tail or not, but I'm keeping it for the purpose of the fight.)

Returning in kind, Brainstorm opened his head-flaps again and this time shot green electricity in the form of a concentrated beam. Both brainiacs' attacks' fought for dominance. Though Kagome was breaking in a sweat, Brainstorm looked perfectly fine with that smug smirk on his face, he could go like this all day long.

"Come now, Miss Kagome. Even the student will surpass the teacher sooner or later, surely you realize that?" Brainstorm mocked again.

Miss Kagome just smirked. "Don't count your equations until they hatch, Mister Tennyson. This teacher still has one last trick up her cranium!" With that, she grabbed her leather outfit and... let's just say she played dirty... VERY dirty.

Brainstorm's eyes widened and he lost his focus. His attack fizzled out and Kagome's shocked his brain directly. He slumped to the floor, twitching for more than one reason.

"BEN!" Cried Moka, kneeling next to the Cerebrocrustacean.

"Ugh... I think I doubly miscalculated..." sighed the alien. Moka had a small vein pop up on her head, but she knew it wasn't all his fault, didn't mean she liked his reaction though. Brainstorm recovered quickly and attempted to get up, but twitched again and grabbed... it.

( **AN:** Play Moka's transforming music.)

"Great, she's now going to physically harm me for not giving her an actual challenge" sighed Brainstorm, subconsciously already feeling one of her kicks.

_When the rosary seal over her breast is removed, Moka's innocent self vanishes, and her inner vampire... awakens_. **"You call this educational guidance? Your crazier than my sister on a good day"** said Inner Moka.

"I-I've never been so insulted in my life! I'm a teacher, I TEACH!" Screamed Kagome, having enough of this.

"Sadly, your a unfortunate excuse for one. You import knowledge into others, not physically teaching anyone... and er, my apologizes for dragging you into this. She likes to play in unfair manners" said Brainstorm, also taking a second to apologize to Inner Moka.

**"Whatever, might as do her a favor,"** said Inner Moka, not interested in Brainstorms 'mistake'. **"Listen snakeskin, all you really are is a petty narcissist, simply wanted to be appreciated in any way. So since this is a tutoring session, I'll teach you something... YOUR PLACE!** " With a kick to the midsection, Kagome slid on the floor and slammed into the back wall.

"Yes Moka. I definitely learned something of value today" said the Lamia, and was then frozen in a block of ice.

"Sorry, old habits die hard" said Mizore, shrugging with a silly smile.

**Kou:** This showdown lasted 3 minutes, 24 seconds! 1 second longer than the last chapter, WHEEEEE!

"BEN!" 2 voices were heard. Kurumu and Yukari were both standing in the doorway, apparently they just arrived.

"Uh... I'm gonna regret asking but, what happened to Miss Kagome?" Asked Yukari.

Brainstorm, Mizore and Inner Moka explained everything. "Wow. To say she was crazy was an understatement" said Kurumu.

"Actually, I believe the correct terms would be..." said Brainstorm, as he begin using complicated words to get his point across, even Yukari barely understood him. "Uh... sorry, it's the alien persona" he defended, before the symbol on his waist flashed red and changed back in human. Before anyone could say anything else, Ben grabbed his head in agony, then passed out.

"SWEETIE!"

"BEN!"

"SNOW ANGEL!"

**"BEN!"**

Not knowing what to do, the girls panicked. It was out of her character, but Inner Moka got down and tried to shake him awake. **"BEN! This isn't funny. get up you son of a bitch!"** She said in a slightly worried tone.

"I told him to be more careful..." said a voice that none of the girls recognized, though it sounded slightly similar to one of Ben's alien forms. Turning around, they see an old-looking frog-like alien.

"Grey Matter?" They asked in unison.

This 'Grey Matter' just sighed. "Great, he even has you calling them ridiculous names" said the Grey Matter, walking up to Ben. "Ben, I warned you about getting new DNA wily-nilly, some things never change..." he continued, looking at Ben's unconscious form.

"Uh... who are you?" Asked Kurumu.

"And how do you know Ben?" Asked Mizore.

"Oh, excuse me. My apologies, my name is Azmuth, and I am the inventor of the Omnitrix" said the Grey Matter, now know to be Azmuth.

The girls' eyes widened.

"Y-you..." said Yukari.

"Invented..." said Kurumu.

**"The Omnitrix?"** Finished Inner Moka, intrigued. She didn't expect to ever meet the being responsible for Ben's amazing powers. Hell, none of the did! What's more, is this was a REAL alien! Right in front of them!

"Yes... indeed I am. And it looks like I got here just in time" said Azmuth. He then proceeded to say: "Omnitrix, User Scan - Code 10."

**"VOICE RECOGNITION, AZMUTH, ACCEPTED. INITIATING..."** Said the Omnitrix, as beeping and whirling sounds came from it. The girls watched in amazement. What was it doing? **"MINIMAL DAMAGE TO USER, DETECTED. WOULD YOU LIKE TO RESTORE DAMAGE DONE TO BENJAMIN TENNYSON?"**

"Sugoi..." said the girls, they had no idea the Omnitrix could cure Ben of... whatever is wrong with him.

"Humans weren't made to handle so much knowledge at once. Getting shocked by a Lamia while in alien form reduced any damage. And becoming a Cerebrocrustacean, a being that uses brainpower alone, saved his life" said Azmuth.

"So... will Ben be ok?" Asked Kurumu, worried.

"He should be fine, but the Omnitrix wasn't meant to absorb DNA of monsters. Still puzzles me though" said Azmuth. The girls were even more surprised, and just realized this alien had just referred to Kagome's species by name! He knew?!

**"How did you know...?"** Inner Moka.

"That you 4 are monsters' and that this school is for monsters'? I keep track of where my inventions end up, my dear" said Azmuth. He then turned back towards the Omnitrix. "Repair any and all damage, mental and physical, to Benjamin Tennyson."

**"ACKNOWLEDGED. REPAIRING NOW"** the Omnitrix responded. The room lit up in a flash of green light. When it died down, Ben was still unconscious, but there wasn't a painful expression on his face anymore and he was breathing normally. All the girls sighed in relief, Azmuth then turned to face them.

"Kurumu Kurono, Mizore Shirayuki, Yukari Sendo... you all obviously have strong feelings for Ben" he stated, the 3 girls refusing to meet his gaze with blushes on their faces. He continued to the only girl left: "Even you, Moka Akashiya."

Inner Moka huffed. Her? Care for a measly human? Yeah, when orcs fly.

**"Humph. And what makes you think that?"** She asked, arrogantly.

"I don't think, Miss Akashiya... I know" said Azmuth.

Inner Moka flinched a little, though no one noticed. How was this tiny inventor so sure? He must have her confused with her other side. **"You must have..."** she was explaining, by the intelligent alien cut her off.

"I'm well aware of your other half. Are you gonna use her as an excuse everytime?" He asked. Now Inner Moka felt like she was backhanded, an excuse? But it was the truth! She only liked him for his blood... and maybe his interesting abilities. But only her pink haired counterpart loved him, right?... Ok, maybe deep down she was also grateful she could be released by him, she'll admit that much.

But full-out LOVE a HUMAN BEING?

She was about to get up and teach this frog his place, when he once again interrupted her. "Before you answer... why are you still holding him then?" He said with a sly smile. For once, Inner Moka couldn't think of a snappy comeback, she didn't loosen her grip on said human though. "But I digress, I'm not here to argue with you. I came to help Ben... and to thank you all for watching his back. Just keeping doing the right thing" said Azmuth, teleporting away somehow.

-TIME BREAK-

Azmuth appeared in a dark room, lit only by candles and the light from the window, which wasn't much. At a desk, sat a man in a long hooded robe. He was still in Yokai Academy, in the headmaster's office. "Tenmei, I really hope you know what your doing. Ben almost gotten killed not once, not twice, but on _several_ different occasions!" Azmuth spoke.

"It's vital for the experiment. After 200 years of careful planning..." said the headmaster, known as Tenmei, but Azmuth cut him off.

"That is NOT, what we agreed to! My Omnitrix is a means for science and research, not your 2 century-long struggle! In case you've forgotten, YOU," Azmuth said, pointing at the chairman. "Came to ME!" Azmuth then pointed to himself. "That's not even mentioning I had to sway the Plumbers on your behalf to send Ben here in the first place, yet you've shut them out for years! No matter how many times they've offered you help!" Azmuth finished, a bit feud up.

The chairman didn't answer.

"What is going on here, Mikogami?! You claimed it was for monster/human coexistence, and guaranteed he would be in zero danger!" Azmuth said. He and the Plumbers were promised such, now he had to take time out of his day to assist Ben.

"I said it was guaranteed he would not end up like the last one" corrected Tenmei in a low tone, also having a sinister smile upon saying that.

Azmuth was starting to get aggravated. Tenmei was the smartest of the Dark Lords, so talking to him or making deals was always a tricky business. In addition, he was also the most silent, never giving up any information unless one was smart enough to get it out of him. This man was intelligent enough to outsmart over 1000 Galvans, so that was easier said than done.

"Stop dancing around the question! You wouldn't tell me anything, Paradox is secretive as usual... what do you need Ben for? What do you _really_ need him for?!" Azmuth asked pointblank, hoping the Dark Lord would share something.

Tenmei was so silent that tension rose in the room. He didn't say a single word. "Grrrrrr! I don't have time for this! Go ahead! Play your little games, Tenmei; but the truth will eventually come out, one way or another!" Said the annoyed Galvan, vanishing again. He had work to do, and didn't have time for the S-Class Monster's mental gymnastics.

With the alien gone, Tenmei got up from his seat and looked out the window behind his desk, which was in a tower overlooking Yokai Academy. Now alone, no longer sensing anyone's presence, he spoke: "... yes... yes, it will..."

-TIME BREAK-

A few weeks later, finals came up. Unfortunately for Ben, because the Omnitrix "repaired" him as the girls told him, he lost any knowledge Miss Kagome implanted into him, although it wasn't much anyway. Moka helped him study, then everyone else got involved due to jealously. Still, everyone passed, even Kurumu surprisingly.

Ben got a 91%, just about aced it.

Moka earned a 96%, almost a perfect 'A'.

Mizore obtained a 67%, low grade but still enough to pass.

Yukari, of course, got a perfect score of 100%.

Kurumu would have flunked if it wasn't for Brainstorm's and Grey Matter's tips. She secured a well-earned 78%, the highest grade she's gotten on anything in her life! She did her well-known cheer all day long.

Oh, but about about Gin...

"NOOOOOOOOOO! I CAN'T BELIEVE THIS! Now I gotta take makeup classes!" He cried.

"Meow... how sad, maybe you'll do better next year" said Miss Nekonome.

"Maybe you should have joined us instead of sneaking around, peeping like a loser" said Kurumu.

"Karma's a bitch, ain't she?" Said Yukari.

"I was not! I'm innocent this time, I swear!" Gin insisted, as pictures fell out from behind him. Knowing him, I'm sure you know what was on them... they also had the brand new look. He was about to be beaten up by a mad succubus, an angry snow woman, and a pissed off witch; when a sweet older voice called out: "Ginei Morioka?"

It was Kagome standing in the doorway, with a smirk. A screenshot of Yokai Academy is shown while a male scream is heard.


	9. Chapter 9

Ben is waiting at the bus stop, looking down at the only watch in the universe that doesn't tell time. He was in his normal clothes for what felt like the first time in years (Ben 10: Alien Force outfit)! Now with school out for summer break, Ben had an idea what to do for vacation. He had asked the Bus Driver if he'd take his friends to his hometown in America: Bellwood! Much to the human's surprise, he accepted. So for the next few weeks, while they waited for summer to officially begin, Ben figured he'd use that time to teach his friends basic English just in case.

While they all had trouble with it; Yukari and Moka got it down pat quickly (to no ones surprise), but it was a bit harder for Mizore and Kurumu to grasp at first. All in all, they picked it up pretty well by the time it was vacation time. Ben was also considering about telling the rest of them the truth... the whole truth, about him being human. He felt bad lying to the rest of them, for they turned out to be great people. Maybe he'll do it once they get back...

"What's taking them so long?" Thought Ben out loud, still looking at Omnitrix as if it could hear him. "... And why am I asking you? The only watch in history that doesn't tell time, not counting Juni Cortez..."

"Hey, you!" Called a cheerful voice. Ben looked up to see Moka and would have said 'hi', but all that came out was: "W-wow..."

Moka was wearing a light-yellow dress with a white blouse. The clash of colors between that along with her hair and eyes made Ben unable to take his eyes off her. She looked perfect! Likewise, Moka liked what she was seeing with Ben, having never seen him outside his school uniform unless he was an alien for 10 minutes. He was wearing a black shirt with a green jacket that had the number 10 on the left side of his torso, with a matching pair of blue jeans. Also, instead of school shoes, he instead wore white and black sneakers.

 _'He looks really good...'_ Moka thought to herself, but shook it off. "Your early, Ben. We weren't supposed to meet up for another half hour" she said, then she noticed Ben staring at her. "Oh, you must think I look silly, huh?" She asked, though she was blushing while she said it.

"No, not at all! Y-you look amazing, really cute" said Ben almost immediately.

Moka blushed even deeper at that comment. "Aww, t-thank you Ben. You really think so?" She asked.

"Sure do, those fanboys were right about something" Ben said, blushing a bit himself after he said it. Both friends were silent, before they both giggled at each others antics.

"I can't believe you managed to get the bus driver to agree to take us to America, I'm so excited!" Said Moka. Ever since meeting Ben, she always wondered what his hometown was like, and America by default. He would often talk bits and pieces about it, and the adventures he told spoke volumes. "Ya know, I am a bit nervous. Remember how I told you I used to go to school in the human world?" She asked, her voice dropping to a depressed tone.

"I remember," said Ben. Her experience in his world wasn't the best, he understood that. She was the odd one out cause she was a monster in a human school, he's the odd one out now cause he's a human in a monster school. "Hey, if you don't wanna do this, I can call it off" he offered, knowing what Moka was getting at.

"NO!" Moka yelped out, immediately. "Uh, I mean... its true I'm a little worried, but I'm also looking forward to it as long as I'm with you" she said, leaning against her American friend, causing him to glow red.

"Don't worry, Moka. No matter what happens, I'll protect you" said Ben, looking Moka.

"I... I know you will" Moka answered, blushing and smiling.

Both of them heard each others heartbeat...

( **AN:** Sparkle, sparkle and corny music... now.)

_La, la, la, la, la, la, laaaaaaa... la, la, la, la, la, laaaaaaa..._

"Moka..."

"Ben..."

Their faces edged closer... no aiming for the neck this time! JACKPOT!

"Moka..."

"Ben..."

Just 2 more inches! :D

 **Kurumu's voice:** Will you hurry up, already!

The vampire and human backed away quickly, both groaning lowly. The moment had been ruined.

 **Kou:** Oooooooh, so close! WHEEEEE!

"Just wait for me!" Said a voice belonging to a young witch, skipping down the path. The other 3 members of Ben's harem approached. They had their uniforms on, but Kurumu was the only one to wear causal clothes, but still had her school skirt. She was wearing a plain white T-shirt with a ribbon tied around the collar. When they saw Ben and Moka, they're expressions changed.

"What do you think your doing?!" Demanded Yukari, her face puffing up like a Jigglypuff from _Pokemon_ , mainly because she was left out.

"Guess some people like coming prematurely" said Kurumu.

"Can't leave them alone for a minute, can ya?" Said Mizore. In repose to all of this, Ben and Moka could look embarrassed. Finally, the bus pulled up, with the well-known driver operating it.

"Hey kids, you all ready to go?" Asked the Driver.

"Uh... yeah" said Ben, a little creeped out. He was grateful he wasn't the only one, as the rest of the group also seemed a bit perturbed at the drivers mannerisms'. Getting on the bus, they were off on their way to the United States of America.

( **AN:** Theme Song.)

**Chapter 9: An American Summer Vacation + Vampire**

In a flash of multi-colored lights; the Magic Monster School Bus ended up in Bellwood, America. It was a sight for a certain humans sore eyes. He loved the monster school sure, but nothing beat returning home... even if its only for a little while. "Home at last..." Ben said calmly, looking out the window.

"Home? What's that supposed to mean?" Asked Mizore.

"No kidding, you sound like a human, Ben" said Kurumu.

Crap! Ben didn't think they would hear him, but what was he supposed to say now? Should he tell the truth now? Before he could, or if he would at all, Moka jumped to his rescue. "Ah... it's cause Ben's from America and hasn't been home in so long... yeah, right?" She said, giving Ben something to go with.

"Uh... yeah... exactly. Been awhile, ya know?" He said, silently thanking Moka for her intervention.

Dropping them off at a bus stop, the driver opened the bus doors. "Have fun, kiddies. Be careful out there... heheheheheheh."

-TIME BREAK-

It was interesting to say the least, Ben's friends enjoyed themselves, especially Kurumu. She was liking the fact she was getting other boys attention for a change instead of only Moka. Ben showed them his old elementary school, some shopping malls and even his favorite hangout spot... Mr. Smoothy! The girls loved it, especially Yukari and Mizore. It was the sweetest/coldest treat they ever had! Of course being the guy, Ben paid for everything, earning glares from jealous young men... including JT and Cash, their jaws dropped to the floor.

 _'HOW DID TENNYSON BAG THOSE CHICKS?!'_ They Thought. They just couldn't fathom how Ben got himself ahold of 4 foreign, super hot, smoking sexy girls... and take them all out on a date a one time! Ben got his usual flavor, Kurumu got nectarine/peach, Yukari got chocolate and carrot, Mizore got Mango and blueberry, and Moka got a limited edition flavor... tomato juice! They all sat outside on one of the many tables available.

"So Ben, your not afraid of the human world?" Asked Yukari.

"Nope, not all at. Though it mostly depends if I'm fighting an alien overlord or not" Ben joked.

"Wow, your so brave" said Yukari, beaming at him.

Although Kurumu was annoyed at her reaction, she asked a question of her own. "So, your just comfortable here?"

"Yeah. Why, you guys aren't liking it?" Asked Ben. He wanted his friends to have a good time from all the fighting and studying.

"NO!" They all said. That was not true at all! While Yokai made it seem a bit scary, it didn't seem like such a bad place. Heck, Ben lived here all his life, and he turned out ok.

"I mean, this place is ok, for a human city. I was just getting worried you might be a human or something" said Kurumu.

Well... that struck a nerve, Ben and Moka gasped lowly. The human was also staring to rethink of telling them the truth. If that was Kurumu's reaction, then how would the rest of them take it if he DID spill it?

"That's crazy talk, Kurumu. How many humans you know can change into 10+ aliens?" Said Yukari, defending Ben.

"Yeah, good point" said Kurumu.

"Ben?" A new voice asked. Turning to look behind where they were sitting, everyone saw a girl with long red hair and a blue shirt. She had on a grayish skirt (nowhere near as short as the 4 monsters'), leggings with a lighter shade of gray, and black shoes. Ben spoke up first.

"Gwen?"

Yukari was the first to react after hearing this girls name. "OH MY GOD, YOUR GWEN?! I'VE HEARD SO MUCH ABOUT YOU! I CAN'T BELIEVE I FINALLY GET TO MEET YOU!" She exclaimed, leaping across the table to hug a fellow witch. Gwen at first, was frozen with shock, but regained her composure and pushed the excited little witch off.

"Uh... nice to met you too. You must be Yukari" Gwen said, earning surprised faces from the other 3 monster girls.

"You know about us?" Asked Kurumu.

Before Gwen answered, she got a good look at Ben's 'friends'. The 1st one was obviously younger than the rest of them and the girl who just spoke was cute, no wonder the boys around here were gawking at her... then Gwen saw her chest.

 _'Boys will be boys'_ thought the sorceress.

The 3rd girl gave off a cold aura for some reason, she was either cold physically or mentally... or maybe both, Gwen wasn't sure. Finally; she noticed the last, but not least, pink haired girl. This one was obviously Moka, Ben's letters talked about her nonstop.

"Yeah, Ben wouldn't stop talking about his new friends. Your Kurumu the succubus, Mizore the snowgirl and Moka the vampire" said Gwen, pointing out each one. She then snickered and continued with: "So Ben, these are your bachelorettes?" According to Ben's letters, these 4 girls competed over his heart more than male animals would compete for female attention.

Before Ben could answer, Kurumu got up from the table and posed. "Actually, I'M Ben's destined partner. These girls can't take a hint" she said and after saying her peace, she was then frozen into a piece of ice.

"Ben's my snow angel, and I'm his snow bunny" said Mizore in her usual monotone way, then she was knocked down by a random brass pail.

"Ben and Moka are gonna be my lovers when I grow up!" Said Yukari in a cheery voice. The 3 girls starting brawling in the lot; nail-slicing, snow-blowing, spell-slinging and everything in between. Thankfully, not many people were here, but the ones that were a tad bit shocked at what they were seeing.

 **Kou:** Apparently girls aren't much better, eh Gwen? WHEEEEE!

"Don't know where that came from, but I agree" said Gwen.

"There they go again" said Moka with a frown, before taking a sip of her smoothie.

"So how did a dork like you manage to charm girls like them, did you actually learn something for once?" Teased Gwen.

"Not now..." Ben sighed, he knew she would start up if she ever seen him with his girls, didn't mean the teasing was easier to deal with. Deciding that it was better to stop the jealous monsters before anything else happened (especially since this would attract unwanted attention), Ben got up from his seat and walked around Moka. "Ok guys, knoc..." he was hit by a brass pan that Kurumu knocked away. He tried to grab the table to catch himself, but what he caught was...

FLASH!

( **AN:** You knew it was coming, right? Start the music.)

 _When the rosary seal over her breast is removed, Moka's innocent self vanishes, and her inner vampire... awakens_.

Gwen's seen allot of things since discovering the Omnitrix with Ben. Finding magic spellbooks, learning about the Plumbers and plenty of other things... but this took the cake... and ate it too! Seeing bats surrounding the sweet vampire was one thing but when they flew away... she never felt such power before! Moka's appearance changed in more ways than one and the confidence radiating off of her... or was it arrogance? Either way, she wouldn't wanna run into this Moka in a dark alley... or anywhere alone for that matter.

 **"You three woke me? And I was having such a nice dream too. It was me... teaching you YOUR PLACE!"** Spoke 'Moka'. 3 kicks and 3 panty-shots later, the 3 fighting monsters' calmed down. Well, after crashing down back to earth, but still. Inner Moka shot a glance at Ben and approached him. **"You called me out just for this?"** She snapped at Ben.

As Ben was trying to calm this Moka down, Gwen used a spell to wipe the memory of bystanders. Originally, she planned to start her summer vacation after getting Mr. Smoothy. She didn't expect to run into Ben or the monster girls that were madly in love with him. While she would had LOVED to see Ben squirm, she also felt even he and the aliens around his wrist probably couldn't keep up with 4 very powerful women at once...

She shuttered to think what the silver-haired Moka put him through.

-TIME BREAK-

After getting the 5th member of the group to calm down and return to her other self, Gwen learned more about the girls and their tales with Ben... as well as Gwen telling her own stories of her misadventures with him, much to Ben's dismay. That even included how he's scared of clowns (though he kept denying this) and the 3 he dealt with, the amount of times he changed to the wrong hero, and his unsuccessful love life in America.

While walking around the city, they ended up near a beach with no one around and decided to relax here. Good thing they packed swimsuits, and at least they had no mermaids to deal with. Gwen wore a white bikini with Moka wearing a white one-piece, Yukari had on an orange one-piece, Kurumu was wearing a black bikini with flowers on it and Mizore gowned a bikini as well that had purple and white stripes. Ben wore a pair of green trucks, which was something the rest of them kinda expected.

Using her magic, Gwen made a volleyball net of mana and the group started a game. Kurumu/Yukari/Gwen VS Moka/Mizore/Ben. "BEN! Pass it here!" Said Yukari but much to her chagrin, Kurumu kept getting in her way. Moka dove to get it and she did, but ending up getting dirty.

"Whoa! Moka, you ok?" Asked Ben going over to help her up.

"I-I'm fine. Just got a massive pile of sand up my suit" she said. They both did their gazing thing and when Gwen was about to tease them, the ball went to Mizore. Noticing what Ben and Moka were doing, she 'accidentally' passed it to Ben's face.

"Oops, my bad" Mizore _'apologized'_.

Getting up, Ben tossed it to Gwen, who hit it to Kurumu. "I gonna say Gwen, your better than Yukari" said Kurumu, as a 'HEY' was heard in the background.

"Wasn't always that way. Me and Ben are only hu..." Gwen was saying, but Ben raced over and covered her mouth. ( **AN:** Before I get roasted on an open fire with Jack Frost nipping at my nose, I know Gwen is part alien but this universe takes place before she figures that out.)

"Just a sec, guys" said Ben, turning his cousin away for a moment. "Remember, NO ONE can know?" Whispered Ben, reminding his cousin an important fact.

"Right... sorry, Ben" she apologized.

"STOP STEALING MY BALLS!" Shouted a young voice.

Turning back around, Ben and Gwen saw Kurumu and Yukari going at it yet again. "You think I'm scared of you? If you want it, bring it!" Challenged Kurumu, slapping the ball unknowingly to Ben's face. Gwen grimaced, what else did her cousin have to deal with?

-TIME BREAK-

After the game (and calming down his raging girls for the uptheenth time), Ben and Moka were sitting next to each other, looking out on the horizon. The water was sparkling prettily in the sunlight, setting up a romantic mood. Moka rested her head on Ben's shoulder, making him blush.

"The ocean... it's so beautiful" she sighed.

"Y-Yeah, it is... not as beautiful as y..." Ben said, covering his mouth before he finished his emotion-filled response.

Moka giggled, well aware of what he meant. "I'm glad I met you Ben. You've been such a wonderful friend to me, always so sweet and caring..." she said, blushing also.

Once again... 2 heartbeats were heard...

"Moka..."

Moka placed her hand on Ben's...

"Ben..."

They edged closer...

Freak...

Ing...

Jack...

Pot!

A mere centimeter apart... :o

 **Kurumu's voice:** BEEEEEEEEEN!

"UGGGGGGGGGGGGH!" Ben and Moka groaned, another moment ruined.

 **Kou:** _(is in a small bikini)_ Even I'm starting to feel bad for you 2... why the hell am I in a bikini?! WHEEEEE!

"Ben, come on!" Called Yukari. She along with Mizore and Kurumu were in the water. The witch was in a inner tube, while Mizore was on a pool lounge float made of ice.

"Stop sitting around and get your butt in the water!" Said Kurumu.

Gwen, who was sitting under an umbrella reading/going over her Spellbook, just sighed. Her dear cousin had quite the predicament. He obviously had feelings for all 4 girls... but for Moka, it was a bit stronger. The poor guy. Ben was about to get up, but stopped as he remembered that Moka couldn't go in the water for... reasons.

"It's ok, go on and have fun, they're waiting for you. Don't worry about me " Moka said cheerfully, though it didn't take a rocket scientist to figure out it was forced.

"No way. I can't have fun if your not with me! If your gonna stay here, then so will I! I'm not going anywhere without you" said Ben, making Moka gasp.

( **AN:** You know what's coming now...)

_La, la, la, la, la, laaaaaaaa... la, la, la, la, la, laaaaaaaa_

"B-Ben... do you... really mean that?"

"I do, Moka... from the bottom of my heart."

"Oh, Ben."

"Moka."

Both edged towards each other a third time.

"HOLD IT RIGHT THERE!" Kurumu called out, making Moka and Ben freeze. "I saw that Moka, you were gonna suck Ben's blood again!" She continued, coming out of the water along with the other 2 Japanese monsters'.

"You totally were!" Said the young witch, agreeing with her succubus rival, which rarely happens. Gwen sighed again, they were treating Moka like she was gonna suck... eh, something else.

Moka giggled at the accusation. "I'm sorry, Ben just smells so delicious! I can't help myself" she admitted.

"This is no laughing matter! What if Ben collapses or faints after you suck him off?" Asked Kurumu, getting ticked off.

Gwen grimaced, why did the succubus have to word it like that?!

Yukari started giggling herself, skipping toward Ben and hugging his arm. "Then I'll nurse him back to health" she said, then Ben's other arm was pulled.

"No... I'd save you, my snow angel" said Mizore.

"Don't be silly, it'd obviously be me after giving him CPR... veeeeeeeeery good CPR" said Kurumu, hugging Ben from behind and tracing circles in his chest. Ben started feeling warm, he couldn't help it. Being touched by attractive girls with regular clothes on was one thing, but with skin touching skin...

Gwen's seen enough at this point, it was funny to see her cousin hot and bothered sure, but it was getting annoying now. She used the spell _Exciase_ to put the girls holding her cousin in bubbles, then teleported them over the water, making them scream as they splashed.

"Ugh... thanks" said Ben.

"Don't mention it... ever" Gwen said.

Ben got up and brushed himself off, while noticing yellow colors from atop a cliff. "Hmm... what are those?"

-TIME BREAK-

After Ben noticed whatever those yellow things where, and after wearing an article of clothing over their swimwear, the group found a path that lead up to the cliffside. While Gwen put her normal clothes back on, he rest of the girls had jackets over themselves. Moka's was pink (not a surprise), Mizore's was black, Kurumu's was yellow, and Yukari's was light red. As for Ben, he simply had his black shirt. The friends stumbled upon a giant field of sunflowers.

"Wow, look at all these sunflowers" said Kurumu, amazed.

"It's gorgeous" said Gwen in agreement.

"Hmm, I don't remember this ever being here" said Ben, confused. He never seen or heard of this garden before, how did it get here? Where did it come from and more importantly... who planted them all?

"Maybe it's here for tourists?" Suggested Moka.

"But there's nobody else here" Mizore pointed out.

While they were talking, none of them noticed a pair of pink eyes watching them from deep within the plants. "But this place is so beautiful, I wonder why" said Yukari.

Meanwhile on another edge of the sunflower field, a human couple was walking around. "Oh no, how did we end up here? We gotta leave" said the woman.

"Why, what's the rush?" Asked the man.

"Y-You haven't heard of this place, have you? This is the hill people keep disappearing on, locals say this place is cursed by a witch!" Said the woman, getting worried.

"Your joking, right?" Asked the man, not really believing her. The woman grabbed his hand and headed back down the path. Walking past, Yukari heard their conversation.

"Hear that? Apparently witches go around stealing people" said Kurumu, taunting Yukari.

"And apparently you believe everything you hear! Your as dimwitted as I knew!" Yukari shot back.

"Well, I know that witches get on my nerves" Kurumu said, arrogantly.

"And succubi who are sexpots get on mine!" Yukari shouted, making a brass pail hit Kurumu.

In the bushes, the pair of eyes from before widened in surprise, not expecting Yukari to do that. Hearing the familiar sound of 2 members of his harem, Gwen used _Appendage-A Regoria_ , which freezes things in place, to stop them before another all-out brawl took place. The eyes in the brush couldn't get any wider if they tried.

"Knock it off you two... or am I gonna have to switch your bodies?" She threatened with hands on her hips, walking in-between both girls as they floated in midair. The girls already heard the story about Ben's and Gwen's 'Freaky Friday' come to life... they didn't wanna experience it for themselves. With them agreeing to stop, Gwen dispelled her magic.

As the group walked off, the pair of eyes climbed out of the bushes, revealing they belonged to a young woman. She wore a pink corset and a long black skirt with frills, the sides of her head had 2 pigtails while the rest fell naturally downward. She also wore pink selves that attached to nothing and black high-heeled shoes. "Interesting... I must report this to her ladyship..."

-TIME BREAK-

Currently, they went back to the beach and set up tents. Gwen had to use a teleportation spell to make a tent appear from a swirling tornado of mana, then used _Stingu Invisibus_ to build it without lifting a finger. Yukari was having a field day, her parents couldn't do half the things Gwen could! Yukari's job was to get firewood for the campfire. After she was done, she offered to help anyone with something else. They all said no however, much to her disappointment. Walking close to the shore, Yukari sat on a log.

"Its just not fair, treating me like a little kid" she pouted.

"You are still a kid" said a voice. At first, Yukari thought it was Kurumu and turned to snap back, but noticed it was her lovers cousin coming to sit next to her.

"Oh... it's you, Gwen" she said.

"Heh, expecting someone else?" Gwen said, trying to lighten the young witch's downed mood. Taking her hand, Gwen lead the witchling to the path for a walk.

"Everyone still thinks I'm a kid. But I'm not anymore, I'm big enough to do plenty of things myself" said Yukari, not looking at Gwen.

"True, but it's not that they WANT to treat you like one, it's because they want to protect you" Gwen explained.

"Really? Then if they keep doing that, how will I ever learn and grow up?" Asked Yukari.

"Let me put it this way, time flows for a reason right?" Asked Gwen, trying to explain the Yukari another way.

"Yeah, so?" Asked Yukari.

"And we can't, as much as everyone wants to, control it right?" Gwen continued her question.

"I guess so, why are you telling me this?" Asked Yukari again, not seeing the older spellcasters point.

"Because even though you wanna be independent now, you need to have a chance to grow up first. I was the same way, I bossed Ben around left and right not just because of our issues, but because I wanted to be the older one. That changed after we went to the Fountain of Youth, the guard Hector warned us not to long for his life. He was over 400 years old" said Gwen.

"Really?" Asked Yukari, intrigued.

"Yup. Grandpa drank from it at a carnival and transformed into a 10-year-old. Ben did too, the idiot. Long story short, we can't rush things or jump ahead of schedule. We have to enjoy life to the fullest and make the most with the time we have" said Gwen, hoping Yukari would understand her.

Yukari sighed, she understood... somewhat. "I guess your right" she said.

As they continued their walk down the path, Yukari noticed the road to the sunflower garden and ran up, with Gwen calling to her to wait. Stopping at a tree that overlooked the field, Yukari stared at it with the wind blowing gently.

"What if a witch really does live here, like me... like us?" She asked.

"I prefer 'sorceress', and there are witches here in America... though you'd be better off never meeting them" said Gwen, thinking about 2 enemies she had faced before. Suddenly, both girls felt a prescience nearby and noticed a shadowy figure. One pulled out her wand, the others hands glowed with power.

"Don't be so terrified, my dear witch friends. You have nothing to fear from me" said the shadowy form, before stepping out into the moonlight. "Hi, I'm Ruby. The witch who lives on this hill."

Gwen and Yukari were surprised, they didn't expect to met the infamous witch of this mountain.

"A witch?" Asked Yukari, letting her guard down. Gwen kept hers up but did dispel her mana, getting chased by a witch and her uncle in the past wasn't a pleasant memory and she really didn't wanna go through it again.

"Right, we're the same, us 3... Yukari, Gwen" said Ruby.

"How do you know our names?" Asked Gwen.

"You came up to visit this afternoon, I couldn't help but watch you both since then. Never once did I imagine I'd run into more witches, it feels great. You see, I'd really like to become your friend, if you both want" said Ruby.

"Us... be friends?" Asked Yukari.

"SO CAN WE?!" Asked Ruby, running up to Yukari and lifting her into a hug. Yukari agreed, much to Ruby's joy, but something bothered Gwen. It wasn't that this witch was malevolent... eh, far from it. It was just something about her seemed... off.

After Ruby calmed down, she sat with the girls, overlooking the hill. "Its pretty, huh? Its really a beautiful hillside, its just a shame those humans have been trying to tear it down for years" Ruby spoke.

"Yeah, I heard something about a development project a while back" said Gwen.

"Right, that's why I'm planning to destroy them" said Ruby, shocking Yukari and Gwen. "I need you 2, together us and her ladyship can live together on Witch Hill in peace. What do you say, will you help me?" She asked, either ignoring or was unaware of the shocked looks on her guests' faces.

"Actually... we gotta go" said Gwen, grabbing Yukari's hand and getting up.

 **Male voice:** Gwen!

 **Female voice #1:** Yukari!

 **Female voice #2:** _(monotone-sounding)_ Ben's cousin!

 **Female voice #3:** Where are you, ya little brat!

Turning around, the 3 witches saw the rest of the group come out from the forest. "Oh, there you are. We've been looking for you guys... whose your friend?" Asked Ben.

Before Gwen or Yukari could even think of an answer, Ruby raised her wand toward the group, specifically Ben, and it glowed with power. "So you still try to defile our hillside, human scum? Begone, your not welcome here!" Commanded Ruby, her bubbly personality gone and replaced by an angry one. Suddenly, some bushes in front of the group came to life and roared at them.

 **Kou:** Monster fact: this monster is a type of plant called: Garigarious. Their basically Venus-Flytraps that eat meat, attacking humans and animals like Piranha Plants from the _Mario_ franchise. WHEE-AAAAAAAAAAAAAH!

 **Garigarious:** _(closes mouth over Kou)_ _*Gulp!*_

Gwen immediately used her power to protect Ben and the other girls, shielding them with a wall of mana before joining them herself.

"I expected as much from her, family comes first..." said Ruby.

"Ruby, you got it all wrong! Ben's far from a human, he also didn't come to defile your home, he's my friend" Yukari tried to explain, but the older witch didn't want to hear it.

"DEVOUR THAT TRASH!" Commanded Ruby. For a bunch of plants, these guys were pretty strong, Gwen was struggling to keep her shield up.

"What are you waiting for dweeb? Go Hero, already!" She said.

"Go Hero? I'm protecting the environment by going green!" Said Ben, doing his thing.

His body turned green all over with a single blue cyclops-like eye. His head was nestled between two flaps that resembled a Venus-Flytrap and with 5 vine-like legs. His arms were skinny and on his back grew several pods which only enhanced his alien looks.

"WILDVINE!" Shouted the newly transformed alien, tossing some of his pods at monster plants and... BOOOOOOOOOM!

 **Kou:** WAAAAAAAAAAH! _(hits your computer/phone screen from inside and slips down with a squeaking sound. He flies back up a few seconds later)_ _*GASP! Cough, cough!*_ Jesus Christ, that was close! _(Looks at Wildvine, then back at you)_ Ah, another one. So Ben's new form is a Florauna. Their abilities are well-known and are used as guards on some planets. The seeds on their backs are explosive, I know this firsthand, but they can be non-lethal depending on the Flurauna's thoughts. They can stretch their limbs, regenerate body parts and mend with other plants. However should they be deprived of water, sunlight or exposed to cold temperatures; they wither up. WHEEEEE!

"Im-possible, how could a human like you posses such power?" Asked Ruby, shocked for obvious reasons.

"Come on, lady. Do I look human to you?" Said Wildvine.

Ruby did have to admit, he had a point. Never before had she seen a human change his form, much less a plant monster having a human one. "Well whatever you are, your not leaving here alive!" Ruby shouted, growing 3 pairs of raven-like wings and taking fight. She waved her wand again and the plant monsters came back to life. Gwen couldn't hold up her mana and longer and got knocked back.

"Gwen!" Wildvine said but while he was distracted, some of the little Garigarious' tied him up. He did grow thorns on his body, but they didn't do much good cause the tiny vines just moved over them since they were so thin. Ruby's hench-plants did the same thing to the other trespassers.

SLICE! SLICE! SLICE!

Flying tarot cards suddenly cut through all of the carnivorous plants before returning to the caster... Yukari!

"What are you doing, Yukari? Don't interfere!" Said Ruby.

"You left me no choice, I won't let you hurt my friends!" Yukari answered.

"I don't understand, besides Gwen their not even witches!" Said Ruby.

"SO WHAT?! Ben and the others are close friends of mine, I won't let you touch them, you hear me?!" Said Yukari, in the most gusto voice she could.

"Wow... thanks, Yukari" said Wildvine.

Ruby trembled and an aura of pink energy surrounded her. "C-Close friend? That can't be, nothing can be stronger than the bond between witches. If that's the case... I'LL DESTROY IT!" In the blink of an eye, sharp vines dung into Wildvine's chest just below where the Omnitrix symbol was, splitting his body almost in half! "I will bring you and Gwen home with me... no matter who I have to kill... because it's my wish. And the will of her ladyship..." said Ruby calmly.

Wildvine just laid there, unmoving. Moka ran towards the motionless alien plant and tried to sake him awake. "Ben? Ben! Ben, please wake up! Wake up!" She panicked. Her hands felt wet for some reason, she lifted them and... was that green stuff his...? "Ben... no... please no... NOOOOOOOOOOOOOOOOOOOOOO!"

Demonic energy erupted from the distraught vampire, shocking Ruby. Getting up to stare at the witch who dared harm her dear friend; Moka's hair was changing back and forth between silver and pink, the rosary around her neck flailed to-and-fro, and the eye inside formed and dissolved rapidly. Her raw emotions were strong enough to bypass part of the seal, while the seal itself was working overtime to keep her powers in check.

Gwen's eyes glowed with mana, with her face twisting into fury. Mizore's icy aura flared up like a house on fire, snow swirling around her and freezing anything close-by. Kurumu's nails grew longer and sharper than usual, ready to tear up anything in her path.

"You... BIIIIIIITCH!" Screamed Kurumu, flying at the raven-winged witch and swiped crazily at her. Ruby of course, had to dodge the fury of movement.

"How dare you...!" Said Mizore, her tone deeper than it usually was. She froze all plants in her way and sent ice crystals at the fleeing witch.

"I knew there was something wrong with you!" Said Gwen with a similar tone as Mizore, sending a blast of mana exactly like Shadow the Hedgehog's _Chaos Blast_ , vaporizing plant monsters' in a 360 degree radius.

And Moka... she clutched at her rosary, and pulled it herself. Although she screamed in pain because of it, she was too furious to register it as such. She eventually got it off completely, awakening Inner Moka. She didn't know what made her other side do something so risky, pulling the rosary off herself would result in serious injury, or even death.

Then she saw Wildvine... and the symbol on its chest...

 **"You've made... a very... big mistake"** she growled, before taking off with incredible speed at the plant monsters' and kicked their faces in... and off. While all of this was going on, no one noticed the dark green light that appeared on Wildvine's emblem...

"Ruby! Stop all this, please!" Yukari pleaded, as she turned to run from a severed plant head from hitting her. When she did, she noticed something... or rather _someone_ , was missing.

"No! I must protect Witch Hill... it's my wish... and the will of her ladyship!" Ruby said while dodging kicks, slashes and icicles.

 **"Then you AND her can learn YOUR PLACE!"** Shouted Inner Moka, kicking her from above and sent her on a one-way trip to the garden below.

 **Kou:** This dramatic fight was over in... huh?

Before Kou could state how much time was spent battling, Ruby appeared from the dust cloud, bruised but not down. Inner Moka wouldn't admit it, but she was impressed, not many of her opponents survived one of her lethal kicks.

"Ruby, please stop! You've done enough!" Yukari practically begged.

"No... I can't... I won't... it's my wish... and her ladyships WIIIIIIIIIIIIIL!" Ruby screamed, using her magic again. The defeated Garigarious' fused together, becoming bigger and angrier... and looked hungrier. Inner Moka decided it was time to stop screwing around and finish this before anyone else is hurt. She leaped to kick Ruby again, but vines caught the vampire before she could deliver the blow. Ruby began to laugh manically. "Her ladyship wishes it, so it must be done! I must do whatever she desires, my only purpose is to serve her every request! And if I have to spill blood to get it done, so what?!"

Hearing that, something inside Inner Moka snapped. **"Damn you, little bitch!"** She said, spinning her body free of the vines and punching Ruby in the chest, sending her skyward and the 2 high-powered monsters faced off in an aerial battle. The 4 remaining were back-to-back, surrounded by bigger plants.

"Well, your pretty good, for a snot-nosed brat" said Kurumu.

"Not to shabby yourself, still amazes me how well you fight lunging those gallons of milk" said Yukari.

"It's a little baggy, I was actually envious of you being boob-less for a second" the succubus continued.

"Can you both finish your trash talking later? We got bigger vegetables to steam" said Gwen, putting up a dome of mana around them.

-TIME BREAK-

Off in the distance was a rundown house. A plant monster was roaming by it and went inside. Vines ran in and out of the house. Exploring the home, the plant monster came to a door at the end of a hall. The plant monster opened it... "Well, well... want do we have here?"

-TIME BREAK-

Back at battlefield; Gwen, Kurumu, Mizore and Yukari were panting heavily.

"How much... longer do we have... to keep killing these things?" Asked Kurumu.

"Until we uproot... every last one" said Mizore.

"There's still... so many" said Yukari

"Heh... this is nothing" said Gwen, keeping her confidence up

"Come on, you call this nothing?" Asked Kurumu.

"Just staying positive" Gwen replied.

Even Inner Moka was getting exhausted. After missing her target, the witch wrapped her up in vines yet again. **_'Well... he did promise me a challenge. Thanks, jerk'_** thought Inner Moka.

"MOKA!" Yelled everyone else.

"Ruby, don't! We've had enough, we'll leave and never come back, I promise!" Yukari said, trying to reason with Ruby.

 **"Save your breath, there's no getting through to her in her current state"** said Inner Moka.

Using her magic again, Ruby wrapped all of the girls in a giant ball of vines. "This is payback for defiling Witch Hill, LAUGH IT UP! NOW DIE!" She said. She would have dealt the finishing blow but for some reason... her ball of vines wrapped her too! After she was secured, some leftover plant monsters tried to rescue their summoner, but the vine-ball sent thorns in all directions, destroying every remaining one. Ruby was both shocked and angry, never have one of her plant beasts defiled her before.

"What's the meaning of this? I demand you cease this tyranny at once!" She ordered and too her surprise...

"Heh, you ain't my master, raven-head," it talked back! A head poked out beside her.

"BEN?!" Shouted the girls. It was revealed to be Wildvine, he was ok!

"In the flesh, or in the vine I'm happy to say" Wildvine joked. Using his powers to control plants he fuses with, he released his friends and cousin.

"But... how... I killed you, you couldn't have survived!" Said Ruby, stunned.

"You would have, if you cut clean through. But none of this is helping anybody. Not you... or her" said Wildvine.

"SHUT-UP! HOW DARE YOU SPEAK OF HER SO LOWLY?! Everything I do is for..." Screamed Ruby, furious at this boy, but he cut her off.

"Can you give a rest, who are you kidding? I went to see her and there's no one even there!" Wildvine argued.

"Hahahaha, what are you talking about? Her ladyship is..." Ruby was saying, but Wildvine cut her off again.

"Yeah, SHE'S DEAD! SHE'S BEEN DEAD THE ENTIRE TIME!" He shouted over her.

It was then very quiet. All the girls, even Inner Moka, were stunned at this new development. Not only did Ben barely cheat death, but he was brave enough to see "her ladyship" and try to reason with her. Of course, the reason he couldn't was just stated in the above paragraph.

"N-No... that... can't be..." Ruby stuttered, unblinking.

-RUBY'S FLASHBACK-

_"Ruby..." said an old, sick voice._

_"Your ladyship?" Ruby asked._

_"I... have acted... very foolishly. All the things... I set out to do... were no different from the humans" said Her Ladyship, coughing up p_ _hlegm._ _It was a little red._

 _Ruby got worried and hugged her gently. "_ _Your ladyship!" She said._

 _"Forgive me. Don't make... the same mistake... I was about to make. Human... or monster... there's no difference... of the value of ones life..."_ _said Her Ladyship as her eyes closed... and slumped over._

-END FLASHBACK-

Seeing Ruby tear up, Wildvine continued. "Deep down... you know it's true. I'm sorry for your loss, but you have to accept it' he said, releasing Ruby from the vines and setting her down gently. Wildvine then disconnected himself from the vine-ball, making them fall into one big pile.

"It's been haunting you, hasn't it? No one wants someone they love and respect die. Do you REALLY wanna keep going on this warpath?" Asked Wildvine. Ruby didn't answer. "... Let her go, Ruby. She's moved on... and so should you" the Florauna continued. All the girls felt bad for Ruby, she created another personality to protect herself from the pain of losing her mistress. This included Inner Moka... she could relate.

"No... no... NOOOOOOOOOOOOOOOOOOOOOOOOOOOO!" Ruby cried, releasing an enormous amount of her monster energy, almost rivaling Inner Moka's.

"RUBY, DON'T DO IT!" Cried Yukari.

"What's happening to her?" Asked Kurumu. Suddenly, larger vines than before exploded from beneath the surface and Ruby began to merge with it!

"Using a spell like that is forbidden! If she goes through with it, she may never return to her normal self again! RUBY, NOOOOOOOOOOOOOOOOOO!" Yukari cried, tears rolling down her cheeks.

A plant monster 2x the size of the Statue of Liberty towered over the group. It had 2 rows of 3 heads, each with a pair of red eyes and a jaw that could put hippos to shame, and had 4 tentacle-like vines. The only thing that remained anything like Ruby was the upper half of her body, it was inside the head at the beasts center, placed on its tongue.

"HAHAHAHAHAHA! DIE! DIE ALL OF YOU! HAHAHAHAHAHAHAHA!" She screamed in a crazed state. She thrashed around, not caring anymore what she destroyed.

Everyone did their best to avoid her rampage, only Inner Moka and Wildvine had the strength to continue fighting. Inner Moka kicked like a madwoman and Wildvine threw as many explosive seeds as he could. While Inner Moka's kicks sounded painful, only Wildvine's attacks seemed to actually effect Ruby's monstrous form. He managed to get rid of 2 heads from her bottom half. Then came a beeping noise...

 **Wildvine:** No, no, no! Not now, NOT NOW!

FLASH!

"Really? Do you feel pleasure doing this to me?" Ben asked his watch. The flash of red light distracted Inner Moka for a second, that was a second too long as a vine injected itself into her skin. Ruby laughed manically once blood was being drawn from her opponent.

 **"Foolish girl! Don't think for a second you've defeated ME!"** Shouted Inner Moka, kicking one of the heads multiple times.

"Oh don't worry, there's more to this magic than size" said Ruby. As she said that, Inner Moka felt herself getting weaker due to lack of blood. "In this form, I can absorb other monsters blood and use their powers as if they were my own. So now, I have vampire powers too! HAHAHAHAHAHAHA!"

This was bad. Not only was she a larger creature was high destructive power, but she also had the endurance of a vampire like Inner Moka.

"Mizore, your up!" Said Kurumu. Mizore launched disks of ice at the vines restraining Moka and freed her, but she was weakened due to Ruby's spell.

"I got you, Moka! _Reverto Meus Ops Mihi_!" Said Gwen. This spell allowed her to absorb Moka's vampiric power from Ruby and send it back to its rightful owner.

"HEY! I stole that first!" Ruby complained.

 **"I normally don't like others interfering. But since your Ben's cousin, I'll make an exception"** said Inner Moka, which was her way of saying: thanks.

"Uh... thanks... I think?" Said Gwen. _'Yup, definitely arrogance'_ she thought.

"Moka, grab her wand. Without it, she'll be powerless, we witches can't even perform magic. It's probably too late to save her, but do what you can... she needs help" said Yukari, tears rolling faster down her face.

 **"I'll try but personally, this idiot's better off dead"** said Inner Moka, jumping into the air and diving towards Ruby's monstrous plant form.

"STUPID BITCH! JUST DIE, I WANT YOU ALL TO DIE!" Screamed Ruby. One powerful kick from Inner Moka later, and explosion occurred and Ruby screaming was heard. The last thing she saw was herself and her mistress holding hands in their garden when she was a little girl, looking happy.

 **Kou:** Phew, that was a long showdown, huh? Not counting Wildvine's side trip; it was 8 minutes, 32 seconds. WEEEEE!

-TIME BREAK-

A few weeks later, summer break was sadly/finally over. The girls did have fun though, not counting the life-or-death situation they had. Seems stuff like that followed them wherever they went. Yukari was sad to leave, she and Gwen grown close to each other, almost like sisters. The harem girls in general were upset, having a girl around to talk to that WASN'T fighting for Ben's hand was refreshing... and it will be missed. Gwen did agree to see them off. Gwen was surprised when a bus magically appeared, then again she should have expected it.

"Sorry I'm late, everyone" said a voice from inside. But it wasn't the creepy driver...

"Gin?" Said Ben.

"Wait... the no-good perv?" Asked Gwen. Ben's letters barely talked about him but oh, the stories the girls have told her.

"Oh, don't even get me started" groaned Kurumu.

Gin walked out, and something caught the attention of the group. "Hey guys, your club prez just freed himself from summer school hell, so at least _try_ acting excited... and what's with the 'deer caught in the headlights' look?" Gin asked. It was because he was carrying a sleeping...

"RUBY!" Everyone else said. What was odd was, Ruby was smiling in her sleep.

"Oh, you know each other? Well, I found her floating in the ocean this morning, like something was keeping her safe from drowning. She hasn't woken up since though" said Gin, explaining how he got Ruby in the 1st place.

"Keeping her safe, huh?" Ben asked. The group (Gin excluded) just looked at each other and smiled, looks like she was going to be ok. Despite being no longer with Ruby, it was all thanks to her...


	10. Chapter 10

_Dear, Grandpa Max._

_I don't know if Gwen ever told you, but I came back to America for summer break. Me, her and my friends had a great time. Sorry I didn't come visit you, we were having so much fun, we lost track of time. I'll definitively come over as soon as I'm in town again. Anyway, I'm starting the second term by the time you get this. At first, I was a little nervous, but I've gotten used to this place and all the weird crap that goes on. I've joined a Newspaper Club and we write the school paper, we have a blast. I know I'm here on possible Plumber business but to be honest, I'm hoping they'll keep me here. I'll graduate and move on with my life with no regrets, and with very close friends by my side. Write to you soon, Grandpa._

_Love, Ben._

Ben overlooked his letter he wrote just the other night, as he was currently walking to school with Moka for another "fun-filled" day. He missed his Grandpa greatly. Even with that said, though he was here on business possibly, he really hoped he wouldn't be deported back to America. He truly loved it here... the school too.

"Hey, Ben" said Moka, interrupting his thoughts. He shoved his letter into his pocket. "Tell me something. While we were in America, you never went to visit your Grandpa or your parents. Are you ok with that?" She asked.

Ben had mixed feelings about it, on one hand he felt pretty bad about not seeing them, but on the other he was kinda embarrassed. Gwen's teasing was more than enough. He turned to answer his friend... and she was just about in his face. "GAAAAAAH!"

"Ben... what are you spacing out for?" Asked Moka, concerned about her friends well-being.

"Oh um... I'm fine. Its just been a long break, ya know?" Ben said.

Moka could see in his eyes that something was troubling him, but what? What he said was plausible; breaks in general tended to be rough on students returning to classes, half they're minds were still on everything else but school. Moka decided to just drop the subject. It was his business and she wasn't the type to pry... didn't mean she wasn't worried though.

"Ok... if you say so..." she said, then she turned red and fell.

"MOKA! You ok?" Asked Ben, catching her.

"S-Sorry... its just..." she was saying, but Ben knew that look she was giving him.

"On the house" he replied with an amused sigh, undoing his collar, which happened pretty religiously at this point. Moka didn't verbally thank him, at least not before drinking her fill first. She was just too hungry...

-TIME BREAK-

In a room somewhere in an undisclosed part of Yokai Academy; a girl with long, burgundy hair went into a classroom to meet up with someone who had called her. It was a boy, but he wore some kind of officer uniform as opposed to the school one that the girl was wearing. He was also wearing glasses.

"So... what is it? I'm supposed to be undercover" asked the girl.

"Its the Newspaper Club. They're back" said the man. The girl looked a bit annoyed. THAT'S what she was called for?

"So? That overgrown poodle won't try anything; he already knows the consequences should he try it again" snapped the girl.

"It's not him I'm worried about... its that transfer student" replied the man, not intimated by the girls tone and remained calm.

"The American? That Tennyson kid?" Questioned the girl. She's heard about him... allot about him actually. His actions have spread throughout the entire school like wildfire. "What about him?"

"Rumors have it that he's a powerful shape-shifter. We've been keeping tabs on him for a while" said the man.

"Is that why you called me? For gossip?" Asked the girl, getting annoyed again.

"I called you, Keito... because the master shouldn't have to deal with this nonsense. You know how he feels about that club" said the man.

"You went over his head then?" Taunted the girl, her name being Keito.

"Maybe... but regardless, I want the American... dealt with. Can you do that?" Said the man, throwing in a small taunt of his own.

Keito just smirked. "Consider it done."

( **AN:** Theme song.)

**Chapter 10: A Spider, a Monkey + Vampire**

In the club room, Ben as Upgrade was once again making copies of their newest edition of the newspaper. On the front page was a story about America. Since they just went there, the group figured that'd use that experience for a new article... minus the whole fight with plant monsters thing. As Kurumu, Yukari and Moka piled the papers up; Upgrade disconnected himself from the printing press. An electric-sounding burp came from the Mechomorph.

"Excuse me" he said.

"Eww." Went the girls.

"Aw, come on guys. Like you've never burped before?" Upgrade joked, folding his arms.

"Not electronically. It sounds gross" said Yukari, as Upgrade changed back into Ben.

"Anyway, our 1st summer break edition is shaping up nicely, huh?" Ben asked, picking up a copy.

"Yeah, sure is" said Kurumu.

"I think the highlight is about the latest fashions of the human world, the girls on campus will love it" said Moka.

"Well duh, I'm the one who wrote it" said Kurumu, going over to Ben and showing him the page... it was about a style from the 60's.

"Uh... nice job, Kurumu" said Ben, sweatdropping. She replied with her usual: "YAHOO-HOO!"

 **Kou:** _(peeks over Ben's shoulder for a better look, then turns to the reader)_ Didn't men wearing tiny shorts go out years ago? WHEEEEE!

Aside from that, the paper was full of content. "I gotta say, I'm impressed with this latest issue" Ben commented, earning nods and blushes from the girls.

"So am I..." said a monotone voice, giving Ben a chill up his spine in more ways than one. "Oh... hey, Mizore" he said.

"I told you... just call me your little snow bunny" said Mizore, blushing.

"IF YOUR DONE, CAN WE GET BEN TO GO UPGRADE AND PRINT MORE COPIES?!" Shouted Kurumu.

"Wow, your worked up about this, huh?" Asked Mizore, turning to the succubus.

"Of course, Ben and I worked really hard on this, right?" Said Kurumu, pulling Ben to her and leaning her head on his shoulder.

"Wrong, it was a group effort" Moka corrected her.

"Well, we still got time before class, wanna hand these out?" Asked Ben, changing the topic.

"YEAH!" The girls cheered, though Mizore was silent.

-TIME BREAK-

"Cool, a section on human life."

"Wow, summer in America."

"Yeah, and swimsuit photos!"

This is what our favorite club members heard on their way out to the front gate, but it wasn't about their newspaper. They were confused, except for Kurumu, who was angry. "What the hell are they reading?" She asked.

The Newspaper Club then noticed 3 girls in standard uniforms handing out newspapers. "I thought we were the Newspaper Club" thought Ben out loud.

"What's the big idea?!" Asked Kurumu, stomping over to those girls. "WE are the Newspaper Club, not you idiots. And what's this rag?... Yokai Square? It's not even the legitimate paper" the succubus continued as she stomped over to those girls and snatched a copy of their paper.

"Actually, it is" said an arrogant voice, not as arrogant as Inner Moka's, though more sarcastic than hers. "I'm Keito, the Super-paper Club President." ( **AN:** Yeah, I changed it. I never liked the name _Super Newspaper Club_ , it sounds corny and tastes stale in my mouth. I know _Super-paper Club_ isn't that much better, but at least its something original.)

"Super-paper Club?" Ben asked. His real question was: _what kind of shit-name was that?_ Either this girl was an admirer of his club or was jealous of it, though her dark blue eyes gave off a different intention...

"The hell's that?" Asked Kurumu.

"There's already a Newspaper Club" said Yukari.

"Well, there's a new, MUCH better one now. We got permission from the school. Yours was so boring, so we decided to make our own" said Keito, holding up a signed permission slip. "So far, things are going well. And pretty soon, the school will forget all about you."

"Like hell they will!" Yelled Kurumu, something about this girl really pushed her buttons... the wrong way.

"Just calm down, Kurumu" said Moka.

"If you don't believe us, then try selling yours now. Not even having an American hunk will help you" said Keito, walking away with her own group of girls.

"FINE! BUT BE READY TO SHOVE THAT ATTITUDE UP YOUR ASS! Come on, guys! We can't loose to them!" Said Kurumu. "I agree" said Moka. "Then lets start handing it out!" Cheered Yukari.

Setting up a booth, the Newspaper Club started to hand out their latest and greatest edition yet. While the girls stayed at the gate, Ben went XLR8 to speedily deliver more copies. He didn't want a Ditto downward spiral... that, and Kurumu ordering him to do so was completely out of her character... and scary. He ran into the school and...

 **3 Schoolgirls talking near some lockers (same group from ch. 7):** _(an unknown strong rush of wind blew their skirts up)_ AAAAHHHHH!

 **Schoolgirl #2:** _(picks up a paper from the floor)_ Hey look, the school paper.

 **Male geek carrying a stack of books and paper (same one from ch. 7):** _(an unknown strong rush of wind makes him spin in place, making a mess of his stuff and he falls on his butt. A copy of Yokai Times sticks to his face_ ) WOOOOOOOOOOAAAAAAAAAHHHHHHHHH! Wow, the Yokai Times.

 **A teacher (same one from ch. 7):** _*whistles*_ _(unlocking a door, he's about to walk into a classroom, but XLR8 stops him)_

 **XLR8:** Good morning, sir. Newspaper?

 **A teacher (some one from ch. 7):** Oh uh, thank you. _(smiles warmly and XLR8 takes off, pushing him inside. Crashing noises, cows mooing, glass breaking, horse neighing and loud cat meows are heard as your computer/phone vibrates. He opens the door)_ No running in the halls, jackass!

After handing out the last of his copies, XLR8 speeds off. "That didn't take too long, better catch up with the girls" he said. Turning a corner to go down the long hallway to the front, time slows down so we see a figure in the shadows watching XLR8. It releases a liquid of some sort, turning into a sticky substance on the floor. As one of XLR8's feet touch it, time resumes as normal as XLR8 continues to run. He starts to slow down as he gets closer to the door and while his feet keep moving, he was going anywhere anymore. "Huh?" He asked himself as his visor went up, he stopped running and looked down... "Uh oh."

SPRONG!

He is sprung back and forth like when Claw's minions from _Inspector Gadget 2_ got caught by Gadget's Bubblegum Cannon, before finally stopping and was stuck to the floor on his backside. "Ewww."

Back outside, the girls were handing out the rest of their newspapers. "The latest issue of Yokai Times is hot off the press, everyone!" Said Kurumu, with the biggest smile her lips could handle with splitting. There was NO way in HELL she would loose to that sarcastic bitch, one arrogant monster was more than enough.

"Check out how Americans' have a great vacation!" Said Yukari. She got into fights with Kurumu sure, but that girl of the Super-paper Club got deeper on her nerves than that succubus ever could.

"It also explores the latest in human fashions!" Said Moka. She wasn't the type to get competitive, at least not as much as her other half did, but that mean girl insulted one of her friends and she couldn't let it slide.

"Come and read it... or I'll freeze you solid" said Mizore.

 **Male Student #9:** This one's got a human world story too?

 **Female Student #2:** Sure it has better color; but it has the "been there, done that" feel to it.

 **Male Student #12:** And why do humans wear short skirts anyway?

Based on these comments, the hopes of the Newspaper Club went down the drain.

"Well, that went well" said Mizore.

"Yeah, well down the gutter" said Yukari. Kurumu just looked on, not able to believe what just happened.

"Hey, where's Ben?" Asked Moka, though she got her answer by a flash of red light from inside the school. They ran in to see Ben in a sticky situation, struggling until he saw them looking.

 **Ben:** Hey guys... little help here?

-TIME BREAK-

After helping Ben up, and helping him to the boys locker room despite his protesting (the boys didn't mind girls visiting... until they heard them arguing about who was gonna clean him), the Newspaper Club went to see if Miss Nekonome had any information on this new club. "Meow, I'm sorry. I only heard about them earlier today" she said.

"Even so, I don't think the school will allow 2 Newspaper Clubs to exist, it's a waste of space and money" said Ben.

"No, they won't. The plan is to keep the most popular club and scrap the other" said the cat girl.

"Alright then, bring it on," said Kurumu, getting fired up. "It's between the Newspaper Club and those upstarts, WE'LL SHOW'EM WHO'S BOSS!"

"But you'll have to talk to Gin..." Miss Nekonome explained, but Kurumu cut her off.

"Who gives a crap what that dirty pervert thinks?! The only thing he thinks about is peeping on girls!"

-TIME BREAK-

On the school roof, Kurumu was right on the money. Gin was using his camera with full zoom to look into another side of a building, the girls dormitory. The 1st window was 3 girls in states of undress, the 2nd one was 2 lesbians were hugging each other, the 3rd window had 2 girls clasping their bras and the 4th... OH! THE MONEY-SHOT! This girl was in a towel and just gotten out of the shower, she let go of the fabric...

CLICK!

"Fuck! Battery died!" Cursed Gin, as he quickly changed it. By that time however, the girl had already closed her curtain. "Damn, that's just cold" he said, zooming back out to find another shot, that's when he saw 3 girls go into a door that he knew all too-well. Gin trembled, and dropped his camera. "I-It's them...!" He gasped.

"Who's who?" Asked a familiar male voice, Gin turned too see...

-TIME BREAK-

Throughout the rest of that day, Kurumu got Yukari to go along with her "plans" to get more readers. They wore maid outfits, animal cosplay and even some... er, clothes Kurumu just so happened to buy while they were in America. But everytime they got a crowd, the Super-paper Club stole them with something sexier, the last straw for Kurumu was the skimpy bikinis. The only crowd they DID keep was creepy perverted boys, even creepier than the Cute Girl Fan Club leaders?

After they're latest getup failed, Yukari was crying. "I've never been so humiliated in my life!"

Kurumu put a hand on her shoulder to comfort the young preteen. "Don't cry, Yukari," she said in a sweet tone, then it changed. "We can't let those broads beat us! If they can wear skimpy bikinis, we can do it better, only ours will be even skimpier!"

"I'd love to see that..."

_*Bitch slap*_

"OW!"

Hearing voices from the door, Kurumu and Yukari turned around. The door opens to reveal Ben, Moka and Gin... who had a red print on his cheek.

"We talked to Gin. He actually has something of use for once" said Ben.

"This is one were gonna have to loose, no good can come from taking them on" Gin explained.

"Are you nuts? All those twits do all day is is wear skinny clothes and flaunt themselves!" Said Kurumu.

"You were gonna do the exact same th..." Yukari said, but Kurumu slapped her in the butt. "OWIE, OWIE, OWIE, OWIE!"

"They're members of the Security Committee, a wild bunch" Gin told his friends.

"Security..." said Ben. "Committee?" Finished Moka.

"Who are they?" Asked Mizore, appearing from the ceiling.

"In a nutshell, their basically a Disciplinary Committee, but more violent. They shoot first, ask questions later. While they claim they're protecting the peace on campus, power went to they're heads. They just use force to get whatever they want, a bunch of thugs extorting cash from the student body. Since our newspaper has become quite popular, it's like sticking a thorn in their side" Gin explained.

"That's just wrong..." said Ben, becoming angry. More bullies he had to deal with, not just one or two, but now an entire force. Before he found the Omnitrix, he would have turned tail and ran, but now... he couldn't allow this to go unopposed! Something must be done! He slammed his hands on the table they were all sitting at. "I can't just sit here and walk away knowing this! Gin, you said we the source of all information for Yokai Academy. And if something happens on campus, we report it! Private affairs, upcoming events and dangerous situations... isn't that our duty as a newspaper to expose them?" Ben declared, using parts of the same speech Gin used to introduce the club itself.

"YEAH! You hit the nail right in the coffin, Ben!" Agreed Yukari.

"That's right, all we need to do is hammer at them with article after article!" Kurumu also agreed, getting up from her seat. Mizore and Moka gave similar comments, they all even started talking about what to do first. Gin was just silent, Ben made a valid point, he even used Gin's own words against him. He was tempted to help, but after what happened last year...

"ENOUGH!"

The werewolf screamed, banging the table so hard, his hands might have went clean through if it wasn't enforced for monster strength! "No more of this nonsense. These papers are going in the incinerator and that's final!" He said, calming down just a little. He went to leave, but Ben got up and grabbed his shoulder.

"What the hell, Gin? Where's all that spirit you had before?" Ben asked. Sure Gin wasn't the most honest wolf in the pack, but Ben knew he was a journalist at heart. Something didn't add up. Why would Gin, someone who loves to write about things (not counting girls), suddenly back down? Ben thought he would have taken this as a challenge, Inner Moka definitely would.

"Ben's right, your not making any sense" said Kurumu.

Gin's been though this all before... history was starting to repeat itself. "I said, drop it" he growled.

Ben turned him around to look his club leader in the eye. "NO, I won't! This is your big chance, OUR big chance! Isn't this what you wanted, a big story?" Asked Ben, and now came the icing on the cake. "Imagine how many girls will feel if the big, bad Security Jackasses are taken down by your newspaper?" He said, sealing the deal with something Gin would like.

Gin would have loved to make a story just for that. He hated to admit it, but Ben was good at arguing. All the girls would throw themselves at him, begging to get their picture taken... no! He couldn't do it, even for his perverted ways. Tapping into willpower he didn't know he had, he fought off his perverted mindset.

"I..." he said, lifting his hands. "SAID NO!" He roared, pushing Ben off his person and into the chalkboard... really hard. While it wasn't to cause Ben permanent damage, it still hurt.

"BEN!" Shouted the girls, running to his side. They began to glare at Gin, angry at him he do something like that to Ben again, but his eyes glowed with monster energy and shut them up.

"Do what I told you... that's an order as club president" he said, leaving the room.

-TIME BREAK-

In the back of the school by the incinerator, the Newspaper Club had gotten boxes of their issues ready to burn them, albeit reluctantly. "Is that all of them?" Asked Ben.

"There's more inside, I'll go get them" said Moka but before she left, she and Ben noticed Kurumu just staring into the steel trap of flames.

"Actually, can you both help Moka? I'm gonna stay with Kurumu" said Ben to Yukari and Mizore as he walked towards Kurumu and the girls left.

 **"Even I'm starting to feel bad for her"** said Inner Moka. "You are?" Asked Moka, not expecting her tougher side to say anything about this.

"I'm what?" Asked Yukari, that's when she and Mizore saw Moka's Rosario glowing.

 **"You all worked hard on this, now that asshole is forcing you to give it all up... Ugh, I'm getting soft hanging around all of you..."** said Inner Moka, the light of the Rosario dying out.

Ben felt the sadness radiate off Kurumu. He put a hand on her shoulder to console her. "I know, it sucks. We had some good times working on these, huh?" He asked, though he wasn't expecting an answer... but he got one.

"Ben... let's just hand these out... one last time" Kurumu said softly, going to her knees in front of the fire.

"As much as I'd like to, you heard what Gin said... felt it too" Ben said, stretching his back. It still kinda hurt, but he'll walk it off.

"I don't care," Kurumu's voice started to crack. "Do you know how precious these are to me? It's because... I made them with you," Kurumu's tears were falling onto the newspaper bundles below her. Ben could feel his heart bleed for the poor succubus. "Its something... we created together... I CAN'T DO IT!" Cried Kurumu, hugging one of the bundles tightly into her chest.

"Kurumu..." said Ben, getting down and pulling her into a hug. His friends might get jealous, but he could worry about that later, Kurumu needed him. Both of them just sat there, one crying her eyes out on the others chest. For an entire minute this went on, until Ben spoke up again. "... Ok."

"Huh?" Said Kurumu, picking her head up from Ben's chest and looking up at him. "If that's what you want, then let's do it... together" said Ben.

"T-T-Thank you, Ben" said Kurumu, hugging Ben tighter than before. Giggling was then heard behind them, it was those 3 girls from the Super-paper Club!

"Oh, mistress!"

"These 2 are still planning to hand out their crappy newspaper!"

"Unleash your divine fury on them!"

Suddenly, a silky white string from nowhere grabbed the newspaper in Kurumu's hands. Standing on white web-like silk between trees, Keito was there holding the stolen paper. "These papers weigh so little, they must be light on content. Thank you girls, for keeping an eye on them" she said, using the same silk as a rope to descend back to the ground.

"You had them watching us? What the hell?!" Asked Kurumu, now upset. Ben stepped forward to try and reason with them.

"Look, I don't care WHY you were watching us. I just wanna know why its a big deal to the Security Committee" said Ben, making all women present gasp.

"H-How did you know?" Asked Keito, she didn't expect this American to be this intelligent... his grades didn't exactly help his case either.

"How dumb do I look? Come on; you appear out of nowhere, try to run our club into the ground for whatever reason, and the fact Gin had no desire after you showed up... and don't think I didn't realize who gummed up my works this morning" said Ben, grinning.

"Well, I suppose there's more to you than meets the eye. Does that mean Ginei Morioka also told you?" Keito said with a smirk.

"Uh... told us what?" Asked Ben. Now that he thought about it, when Gin mentioned the Security Committee, he shut down. Has Gin tangled with them before?

"It doesn't matter, the Newspaper Club is history" said Keito, with a victorious grin on her face.

"Like hell it is, ya silky skank! Give those papers back right now!" Shouted Kurumu, she had it up to her forehead with this chick and her patience was wearing out.

The revealed Security Officers eyes widened. "What did you say to me?... Who do you think your talking to, peon!" She shouted back, tossing the paper into the incinerator. "See? Trash burns well, doesn't it?" She taunted. Kurumu was angry, but broke down crying. Ben held her and gave the corrupted officer a look that could kill. "Regardless, that's not the only reason I'm here..." the silk-flinger continued.

"Then what? What the hell else could you possibly want?" Asked Ben, shouting.

Keito's eyes narrowed, then smirked. "You..."

Shooting silk from her hand, she tied Ben up and pulled him away from Kurumu, before tossing him into a giant spider-like web. Kurumu tired to get up to help her crush, that's when the 3 other girls tackled her into another web. It's also when their monster forms were revealed. The 1st of the trio was a monster with dragonfly-like wings, the 2nd was a humanoid butterfly and the 3rd was a monster that had an ant-like face with beetle-like wings. ( **AN:** That's my interpretation of them anyway.)

Then Keito revealed her own, though Ben actually saw this coming to be honest.

6 arthropod-like limbs grew from her abdomen, 2 extra eyes sprouted from the sides of her head, finally her chompers of her human teeth grew into spider-like fangs and a hole appeared on her tongue. Ben's cheeks blew up like he was gonna throw up. "That came out of your mouth?"

 **Kou:** Keito is a Jorōgumo, a monster from Japanese folklore. They can take the form of a beautiful women to mystify their prey, and their venom can also control whoever gets injected. WHEEEEEE!

"The Public Safety Commission has had eyes on you since the beginning. To be honest, we were going to ignore you. But after seeing your attitude, your powers and your goody-goody behavior... we knew you'd become a problem" said Keito.

"And that's where you come in?" Asked Ben, struggling against the web.

"Bingo. I'm supposed to kill you... but I have another idea. My venom has the unique property to turn my prey into mindless slaves. Just like them, these girls were members of other clubs who dared defy us. All that's gonna need to happen is one drop of my venom in your bloodstream, and you'll be my loyal servant in no time!" Keito said, using her newly grown legs to jump in the web containing Ben and slowly crawl to him.

"BEN!" Moka, Yukari and Mizore appear on the scene. Mizore sent ice crystals at the spider-woman, but she jumped away with incredible agility and shoot webbing at Mizore, the snow girl splatting on the wall and was now trapped.

"Go, Moka! Magic wand, give her a lift!" Said Yukari, as brass pans stacked on each other. Moka jumped off and...

SPLAT!

Landed right on top of Ben. "Don't worry Ben, I'm here now!" She said.

"Great. So how about getting me down?" Ben asked.

"Uh... oops, sorry. I didn't get that far" said the vampire, blushing. Ben would have facepalmed if he could.

 **"You moron..."** said the Rosario.

"Perfect... now I have 2 monsters to bend to my will, a vampire and an American shape-shifter. You'll both make fine additions to the Security Committee" said Keito, getting back into position. Before she could start crawling, a muzzle appeared over her mouth. Yukari cast a spell to, for a lack of better words, shut the spiders trap. "You pest! GIRLS!" Keito said, but what came out was: "Mou Mess! MURLS!"

Everyone blinked.

Keito groaned and jumped over to the young witch. Since she couldn't use her webbing, she leaped over to Yukari, who used a spell she learned recently from a special friend. " _Metacorpius_!" She said and when she did, Keito was lifted into the air. "Hey, it worked! Gwen'll be so proud of me!" She cheered, but was cut short when the insect-trio got ahold of her wand and tossed it back and forth. "HEY! Give that back, it's mine!" Needless to say, witches are powerless without their wands and as such, both spells used on Keito wore off. With her best weapon restored, she spit silk at Yukari and it stuck her to a tree, though it also struck her minions as well.

"Now... where was I?" Keito asked, mockingly. "Oh yes, I was about to recruit the American playboy" she said, jumping back up to her web and did what spiders did at times like that. Ben would have yelled he resented her comment, but now wasn't the time, he had to get out this quickly. Since he was tied up at the moment, the only other way was...

"Moka! My watch!" Said Ben. Moka nodded and luckily since one of her arms were on top of Ben's chest, she was able to reach it. It's also a good thing Moka was the one who landed on him and not either of the other 3, for Moka's seen him operate his beloved wristband plenty of times and he didn't have time to explain what to do.

She activated the Omnitrix without a problem, but she had a question. "Wait, what alien should I pick?"

"It doesn't matter right now, just..." before he could finish, the spider-woman was upon them and grabbed Moka's only free arm! "Actually... I'll take the vampire 1st. Imagine what I could do with an S-Class monster, I'll get promoted for sure!" Said Keito, as she brought the arm up to her mouth. Moka screamed in terror and somehow, this caused Ben to tap into strength he had no knowledge of, though that strange dark green light appeared but no one noticed because once he ripped his arm out of the webbing...

CLACK!

Ben put it in front of Moka's protectively, causing the spider to bite it instead of him or Moka. Keito pulled back and gagged. "GAH! I didn't need iron in my diet!" She snapped, then the Omnitrix beeped to life, changing quickly to the color yellow the second Keito's fangs made contact with it.

**"DNA SAMPLE, ACQUIRED. NEW TRANSFORMATION, NOW AVAILABLE."**

Just like with Brainstorm, Ben didn't have the time nor the desire to learn what alien he unlocked now. Sine his other hand was as sticky as a marshmallow, he groaned and used the next best thing... his forehead. In a flash of green light, his change began. His skin turned blue, his body hair grew into fur and if he was standing up, he would have been slouched over like an old man. His tailbone grew out into a long tail, his skull deformed slightly, growing 2 more sockets for another pair of eyes, and 2 extra arms grew from his sides. "OOH, OOH, OOH, OOH!"

Using this new aliens surprising strength, Ben ripped himself out of the web and carried Moka bridal style to the ground. "Thanks Ben, uh... want are you now?" She asked as she was put down.

"No clue. Sample from a spider, got 6 arms, I look like a monkey..." Ben's new form said, the sniffed under 1 of his arms. "Ugh! And smell like one too... That's it! SPIDERMONKEY! ACK, ACK, OOH, OOH, OOH!" He said, snapping his fingers upon giving this alien a name, then hopped around cheering. Moka couldn't help but giggle.

 **Kou:** Wooooooooooooow... great name. What they're really called are Arachnichimps, a species of spider-like monkeys from a jungle-like planet. Like spiders, they can stick to walls and shoot webbing from their tails. While they are super strong, their mostly playful and not naturally aggressive, which is a weakness since Ben becomes childish whenever he uses it. WHEEEEE!

"Ben, get me down!" Shouted Kurumu.

"Coming! EEK, EEK, OOH, OOH, OOH, AAH; WHOA!" Called Spidermonkey. Moving nimbly, he headed toward Kurumu, but Keito lunged at him. Spidermonkey's quick reflexes allowed him to dodge to the trees, but Keito was right on his tail.

"No one escapes my web, Gaijin! Now I have no choice but to kill you!" Keito yelled, very pissed off. Spiders are almost as proud as vampires, they work hard setting up their traps. If prey escapes, its insult and injury simultaneously.

"NA, NA, NA, NA! You can't catch me!" Teased Spidermonkey, leaping from tree to tree to evade the enraged Jorōgumo. Keito growled and spat out silk to try and restrain the childish primate. "Ya missed me, ya missed me, now ya gotta kiss...! Actually, don't kiss me with THAT mug" Spidermonkey continued. Even Keito's slaves started giggling, mind control can't completely break senses of humor.

You could see the steam blowing out of Keito's ears. She then belched some acid, making the object it hit bubble and sizzle. Keito grinned evilly. "If that comes out the front, I don't wanna know what comes out the back" said a squeaky voice behind Keito. Her grin dropping, she turned around to see Spidermonkey hanging upside down by his tail on a branch. He then gave her some type of sign language: one of his hands were on his nose and his fingers were wiggling.

Keito had enough, she hissed loudly and tackled Spidermonkey. Using superior strength, Spidermonkey shoved her off him using his feet. Tapping into this aliens other abilities, he shot webbing from his tail. Keito saw it coming, and jumped up into a tree. She jumped off it and bit Spidermonkey!

Well, she would have if not for a pink form shoving her away into a tree. Although she hit the truck pretty hard, Keito recovered quickly. "YOU BITCH! YOU COST ME MY PREY!" She roared. Bearing her fangs, she took her attention off her main target and went for Moka.

"MOKA!" Shouted Spidermonkey, rushing to her and picked her up bridal style again, but one of his extra hands slipped...

FLASH!

"Shit, she's gonna shove my tail down my throat for an unworthy opponent" Spidermonkey complained.

"Ugh... what's this? Where's this power coming from?" Asked Keito, shielding her eyes.

( **AN:** I wasn't gonna include Inner Moka originally, but for the purpose of canonicity and her character development later on, I inserted this last minute. You know what track to play...)

 _When the rosary seal over her breast is removed, Moka's innocent self vanishes, and her inner vampire... awakens_. Inner Moka took in her surroundings. **"You got us out? Impressive; but I'm gonna shove your tail down your throat if this isn't a worthy opponent"** she said.

Spidermonkey's face zooms up to your computer/phone screen. "Totally called that" he said, then his face returned to its original position.

"Never thought I'd be happy to see you, hurry and get me down from here!" Said Kurumu, glad for once that Inner Moka was accidentally released.

 **"Sorry, no. Find a way out on your own"** Inner Moka answered flatly, then smirked at Kurumu, making the blue-haired succubus grow a vein on her forehead.

"Ya know what? FINE! I don't need you!" Claimed Kurumu, pulling with all her strength thinking if she pulled hard enough, she'll free herself. She'll show that vampire!

"Does that include us, ma'am?" Asked Yukari.

 **"You don't want to be treated like a kid anymore, right? Start acting like it"** said Inner Moka.

"Moka Akashiya, your just a joke! Compared to our leader Kuyo, your NOTHING!" Claimed Keito, as she shot silk from her tongue at Inner Moka. The S-Class vampire arrogantly lifted an arm to catch it, but a spider-like alien got it instead, he and Keito tugged the rope of protein ( **AN:** Fun Fact: That's what spider webs are made of).

 **"You let me out and now you man up? I don't need your 6-armed orangutans acrobatic circus tricks!"** Said Inner Moka.

"Just once, can ya drop the act and accept help with its given? I don't ask for much" said Spidermonkey.

Act? Inner Moka felt stabbed in the leg. Was he trying to say he didn't need her help, did he think she was weak? **"Fine! See if I care if you get killed!** " She snapped, with a little more emotion than she intended. **_'Grrrrrr... losing my cool over a mere human'_** Inner Moka thought to herself. Ever since meeting Ben, something inside her changed. At first, it was only interest and food... but now... what was happening to her? Its not like she was...

"EARTH TO MOKA! HELLO?!"

Shouted someone, interrupting Inner Moka's thoughts. "If your gonna let Ben handle it, can you help us down... please?" Asked Kurumu, the voice from before. She tired, but this stickiness of the web was too strong for her. Inner Moka was about to give another arrogant comment, when Spidermonkey spoke up.

"Just help her. I'm kinda busy playing with Miss Spider's granddaughter" he said.

 **"Your the big shot hero. Do it yourself, gorilla-boy"** Inner Moka pouted.

Spidermonkey signed, what he said obviously hurt Inner Moka's prideful nature. "Look, you don't like getting help, I understand. But like I've said before, you need to learn how to accept it once in a while" he said.

Inner Moka scoffed. **"What do you know? You've had your grandfather, your cousin..."** she began.

"Because I was just like you... huge ego to go with it. But then learned the value of teamwork; can't do everything myself. Sometimes we gotta put our pride aside and let others assist us, and believe it or not, it makes you stronger in the long run" said Spidermonkey, pulling hard on the web. "I'm not helping you because I think I need to, I'm doing it cause I WANT to. Your my friend Moka, and I'll never forgive myself if anything happened to either of you."

"How romantic... monkey boy's hitting on a vampire!" Keito taunted, pulling harder on the web, making Spidermonkey almost lose his balance. Inner Moka had to say, he had as much pride as she did, maybe more... and a big heart. Most people gave help because they wanted something in return... but not Ben. He wanted to help her because he cared, she began to feel foolish to think otherwise... man, she really was going soft!

"Your not such hot shit, Tennyson! I'll show you how weak you really are!" Yelled Keito, pulling harder than before. Spidermonkey lost his balance... if it wasn't for an extra hand. Looking where this hand was connected to, Spidermonkey noticed Inner Moka was holding his arm with a grin on her face.

 **Inner Moka:** Ben, that's not how you windup.

 **Spidermonkey:** _(picks up on it)_ Oh, sorry. I never learned how to properly knit.

 **Keito:** What the hell are you both talking about?

 **Inner Moka:** I have a special trick my mother taught me, a little song she sang while knitting.

 **Spidermonkey:** Ooooooh, can you teach me?

 **Inner Moka:** It goes like this... _(takes the silk in her hand, winding it up around Spidermonkeys arm)_

_Wind, wind the little thread..._

**Keito:** _(loses her balance, and is dragged along the ground)_ UGH! Hey, what are you doing?!

_wind, wind the little thread._

**Keito:** S-Stop it!

_Reel it in, reel it in..._

_till... its... dead._

**Spidermonkey:** OOH, OOH! I got it now, my turn! _(takes over)_

_Wind, wind the little thread..._

**Inner Moka:** Good boy.

 **Keito:** C-Can't we... talk about this?

_wind, wind the little thread._

**Inner Moka:** Excellent form.

 **Keito:** S-Stop, please! It hurts!

_Reel it in, reel it in..._

**Inner Moka:** Now you've got it.

 **Keito:** I'm warning you... cut it out!

 **Spidermonkey:** Till... _(tugs hard)_

 **Keito:** _(hops forward)_ GAH!

 **Spidermonkey:** Its... _(tugs again)_

 **Keito:** WAIT! _(hops forward again, now in front of Spidermonkey)_ GAH! _(looks up slowly)_

 **Spidermonkey:** _(his tail rises over his head)_ Dead...

SPLAT!

The next scene, its shown that Keito and her 3 minions are wrapped in a web-ball. "TA-DA! EEK, EEK, OOH, OOH, ACK, ACK!" Said Spidermonkey, bowing and hopping around. Inner Moka did a slow clap. "Listen... if you let me go, I won't report this to the Security Committee. I'll even join the Newspaper Club, what do you say?" Asked Keito, realizing she bit off more than her jaws can chew.

Spidermonkey rubbed his chin with one hand, while his other 3 went to his hips. "Hmm..." he said. He then leaned in closer, grinned and... "Piss off." One uppercut kick later, the spider and her insect-trio rolled into the forest... out of sight, out of mind.

 **Kou:** This fight took 3 minutes, 49 seconds. WHEEEEE!

Using his webbing, Spidermonkey got Moka's Rosario off the floor and caught it. "I believe this belongs to you" he said. Inner Moka didn't answer, she was putting her Rosario back into place, but a blue hand cupped her own and stopped her. "Listen... I meant what I said. No matter what, I'll always try to protect you... both of you" he said, looking straight into Inner Moka's blood-red eyes. She wouldn't admit to it, but she was caught off guard by this humans kindness yet again... she barely stopped herself from blushing like her dimwitted counterpart. Giving him a smirk, she put the Rosario back on. Spidermonkey caught her just as his transformation wore off. Ben and her did their gazing thing.

"Aw, screw this!" Said Kurumu, getting annoyed from both the long wait and Moka and Ben's gazing. Sprouting her wings and growing her nails, she twisted her body, snapping the webbing and getting herself free. "See? I didn't need her help after all" she said, proudly.

"That's great and all, but can you get the rest of us...?!" Yukari called out to them, but then heard something shatter. Mizore had gotten herself free by freezing the web and breaking it that way. "CAN SOMEONE GET ME DOWN?!"

-TIME BREAK-

In another undisclosed location of the school, a sign with a white fox-like head read: "Pubic Safety Commission" (in Japanese characters, of course). Inside, a male with long hair and sharp eyes was sitting at a desk, meditating. The door slid open, yet the man did not open his eyes.

"You know the consequences of disturbing my mediation" he said. Another man was standing in the doorway and despite the threat, he didn't once flinch. It was the same man who gave Keito the mission in the first place.

"My apologies, sir" the man stated.

"Well... get on with it. What do you want?" Asked the long-haired man, obviously a leader-like figure.

"I have some interesting information I'd like to share... it's about the Newspaper Club."

"Those eyesores? I thought we taught them a lesson last year" said the leader.

"Apparently not well enough, Keito was defeated" said the man.

"Was she now?" Asked the leader, now slightly interested and opening his eyes now to look at the man. Keito was a high-ranking officer, self-proclaimed but she did have some skill to back it up.

"Yes, by the transfer student, Benjamin Tennyson" said the man.

"By a Gaijin monster? What's so interesting about that?" The leader asked.

The man in the doorway walked inside and placed 5 pages of student information on the leaders desk about the Newspaper Clubs members. In the _'Monster Type'_ box, each student had a known form... but one. "This... he was enrolled by the Plumbers, those American alien hunters."

"Those moronic fools?" The leader scoffed, knowing them all to well. They would constantly reach out to 'help' Yokai Academy, but he turned them down at every turn. Even the headmaster did.

"Rumors say this kid is able to transform into monsters of unknown origin" continued the man.

"Like an Onimodoki or Doppelganger? Those monsters are weak" said the leader, beginning to loose interest and getting annoyed at this waste of time.

"That's what we thought, but then we discovered this" said the man, pulling out pictures of Ben's various forms. Diamondhead launching crystals, Ripjaws tossing mermaids, Fourarms beating back an Orc... every transformation Ben has used thus far. "If he was an Onimodoki, he wouldn't be able to have such strength. Even if he was a Doppelganger, these are the 1st recorded monster forms we've ever seen, so it would be impossible to copy" explained the man.

"Is that so? Hmm..." said the leader, his interesting piped back up. Looking closely at the pictures, he noticed a consistency. "That emblem, it looks like his..."

"Correct. Whenever he transforms, he touches his watch. It might be a limiter seal or something similar, we are currently unsure" answered the man.

"Well then..." said the leader, standing up from his seat and picking up Ben's file to look at it. "It looks like we're in for the biggest show we've had in quite some time" he continued, somehow making the hero's file go up in flames while he chuckled.


	11. Chapter 11

After yesterdays fiasco, Ben decided it was time for the Newspaper Club to fight back. Against Gin's orders and without his knowledge, the group caught the dark dealings and the misfit actions of the Security Committee on camera and video. Ghostfreak managed to... "borrow" some of Gin's cameras', and Grey Matter turned them into Blu-Ray video cameras' even with the monster worlds technological limits.

Here's what happened over the last couple of days:

_**Day 1:** _

_A male student was thrown back by a strong punch. His friends behind him, all members of the track team grabbed him as blood poured down from his shattered nose. "W-We're sorry! W-We just need a little more time!" He pleaded._

_Before them stood six members of the Public Safety Commission. The leader of the group wiping off his bloody knuckles with a tissue as he addressed them. "That's what you said last week... your tribute should have been paid" he said coldly._

_"We needed new training equipment! We'll definitely pay..."_

_The track team member was cut off when the leader of the group held up has hand and his men all approached the terrified boys, preparing to send them a message they wouldn't forget._

_Suddenly, some of the PSC members felt pain on the back of their heads. As they fell, diamond shards were shown stuck on them, or they littered the ground behind them. One of the enforcers asked, "Who threw th-?"_

_KLONG! KLONG! KLONG! KLONG!_

_A shower of washtubs knocked each member out that the diamond shards missed. The track team scattered, wanting to get away before something else happened. In the bushes, Yukari was holding one of the modified cameras with Diamondhead next to her. They gave each other a high-five... though the tiny witch hurt herself in the process and shook her hand to try and discard the pain. The crystal gave her an apologetic smile and nervous chuckle._

**_Day 2:_ **

_Three students, one of them was Saizou actually, sat on the roof of the academy, kicking back when they should have been in class._

_"Students who are not taking their studies seriously shall be punished in the name of justice!" Said a female voice. The slackers looked up and paled when they saw a group of PSC enforcers being led by a girl with long red hair and a long bo-staff on her shoulders. Her name was Deshiko Deshi, a very recent member mind you._ _The trio stood and made a run for it, but were surrounded before they got too far. The girl stalked forward ready to hand out their punishment..._

_SWIPE!_

_Out of nowhere, her staff was cut clean in half by a blue blur that was way to fast to see! Right as she turned around to order her men to arrest them, she was shocked to see their pants' were slashed, revealing their underwear... some of which were really embarrassing due to having designs on them. Said men covered themselves for 2 reasons:_

_1) The Bo-staff girl staring at them._

_2) Feeling a draft between they're thighs as the wind blew._

_Saizou and the other 2 slackers gave them the slip, heading back into the building via the roof entrance and promising to never skip again. A blue raptor and a succubus with a camera_ _peaked over from that same entrance, and_ _high-fived as they snuck away._

**_Day 3:_ **

_At the school's pool, Tamao climbed out of the water and headed for the changing room, only to be stopped by a student wearing the PSC uniform. She swallowed the lump in her throat before going back to where her clothes were to retrieve the tribute payment he was here to collect._ _On her way back, she was shocked to find the thug unconscious and bound by ice-like restraints. A sticky note on the thugs head read: "You owe me, Ariel. -Ben Tennyson."_

_The swim club president smiled gratefully, never noticing a purple haired girl and a mothman high-five before leaving the area with a pink haired girl that took pictures._

( **AN:** Theme Song.)

**Chapter 11: Exposure + Vampire**

Later in the club room, the team of reporters gathered all the information and discussed the next course of action. "Well, we got plenty of evidence, but what we really need is direct testimony from the students themselves" said Ben.

"That's the thing, no one wants to respond to our questions!" Said Yukari.

"Sadly, we can't go with only this, we need more information before we can start an article" said Ben, then he had an idea. "Hmm... maybe we need an informant" he went for his watch next, but Moka grabbed his hand before he could activate it.

"No, Ben! It can't be you!" She said. Ben was about to ask why when Kurumu spoke up. "She's right Ben; even though you can be 1 of 1,000,000 people; your watch might give you away."

Everyone else blinked. Wow... Kurumu can be perceptive if she wants to. She also made a very good point. Regardless of which alien he chose, the emblem is something that didn't change. Ben's fought around the school plenty of times, so the rumors about his forms most likely became more detailed.

"I found some..." answered a voice that peaked from under the table, making everyone shriek. It was Mizore of course, to no ones surprise. After everyone calmed down, she explained she got 3 informants. Using her stealth/stalker skills, she managed to... _convince_ some boys to spy for them. Leading her friends to the meeting place, it was shown to be...

"The Cute Girl Fan Club Jackasses?" Asked Ben, looking up at the sign above a door Mizore lead them to. Still, their perversion could be used to the newspapers advantage. Ben decided to go in first, just in case. With a hand on his Omnitrix, he pushed the door open. "Alright guys, we need your..." Ben couldn't finish due to total shock. Worried, the girls peaked in, only to be just as shocked.

These guys took fan club to the extreme.

Pictures, stand-up portraits and even handmade dolls... there's no word strong enough to describe want the friends felt. Another surprise is the 3 nerdy leaders were replaced by actual nerds, they were cleaning the clubroom. "We're kinda busy here, what do you want?" Asked 1 of the nerds, not really paying any attention to their guests.

"Uh... you wouldn't happen to know where Kouzou, Kubasaki and Bosaburo are, would ya?" Asked Ben, surprising himself that he actually remembered their names.

"Oh yeah, the Security Committee just took them in an hour ago" said the same nerd, still not paying any mind.

"You doofus, shut up!" Said a second nerd.

Excited, the girls bombarded them with questions, but they just pushed the Newspaper Crew out the door and parted with: "JUST LEAVE US ALONE, THIS HAS NOTHING TO DO WITH US!"

-TIME BREAK-

It's the next morning and Ben was walking up to school, he let out a big yawn. He only got 5 hours of sleep last night, being a reporter and a hero took a lot out of the poor kid. It was also about his status as a human, and how the only one he's told was Moka. It's been eating at him for months!... Was it time to come clean? Should he really tell the truth?

"Good morning, Ben!" Said a cheerful voice. Turning around slowly, Ben noticed Moka standing behind him. He didn't respond right away due to his exhaustion. "H-hey, what's the matter? You look kinda beat" said Moka, noticing her friends tired state.

"Uh, I'm fine, it's just the investigation. Was thinking were we should go from here, and I couldn't sleep" answered the tired American. Moka looked at her American friend, blushing in an admiring way. She was about to say something before Ben spoke again. "Hey Moka?"

"W-What is it, Ben?" She asked, getting out of her daze.

"I've been thinking..."

"About what?"

"About me. About everyone" he said, which grabbed Moka's attention.

"W-What about them?" Asked the pinkette.

"... I've been thinking... about telling them the truth."

Hearing that caused Moka's eyes to widen for a second. "Um... w-w-what truth?" She asked, playing dumb a little. She of course, knew what he meant. He was debating whether or not to fuss up and finally tell the Newspaper Club what he was... a human.

Did she feel bad about lying?... Er, yes and no. She hated fibbing to their group of friends, don't get her wrong; but at the same time, she felt closer to Ben knowing that she knew the truth first and continued to be the ONLY one for a long time. The others knew about the Omnitrix sure, but the secret of his humanity was something they shared together that the others didn't. It was selfish, Moka knew that, but it still felt like they had a stronger bond... and honestly felt pretty damn good.

Ben saw the look in her eye. He knew what she was thinking. "I can't keep lying to them, Moka. How would you feel if I never told you?"

Moka thought about it and yes, she'd feel pretty terrible. This was a huge deal, being a human in a monster school. If he never told her and found out through another method, she couldn't begin to imagine how badly it would hurt. When Ben told her the first day, sure she was shocked, but he was nothing like the other humans she had dealt with in her life. All she ever wanted was a friend, and Ben was that.

"Your right" she admitted in a sad tone. Guess she should have expected this, sooner or later. Ben wasn't the type of person to lie unless he saw no other choice. She was gonna miss being the only one to know, but she also knew deep down it was never gonna last forever. "Whatever you decide to do, I respect your decision."

Ben smiled at her. He always knew he could count on Moka to have his back, even though it was obvious she had mixed feelings on the matter. He then looked towards Yokai Academy. "Once this whole mess blows over, I'm gonna tell everyone the truth... even if they shun me out, they still have a right to know" said Ben, knowing this choice could very easily backfire. But if it didn't come from his mouth, it was gonna be worse. A **LOT** worse.

Moka admired Ben again, blushing a bit deeper now. "Hey, Ben?" She asked him.

"What's up, Moka?" Asked Ben.

"Ya know; since seeing your strength, determination, confidence and leadership; I can't help but think your a lot manlier than most people" Moka commented, smiling and still blushing.

"Oh yeah? T-thanks Moka" said Ben, rubbing his neck.

_La, la, la, la, laaaaaaa... la, la, la, laaaaaaa..._

**Moka:** It's just that... I think I... you smell lovely...

**Ben:** So... the usual order, same side of the neck?

**Moka:** Oh, yes please. That sounds wonderful...

Huston, we have liftoff. Possible lip contact in 5...

4...

3...

2...

**Kurumu:** BACK THE FUCK OOOOOOOOOOFF!

Kurumu did a screw-kick into Moka's backside, knocking the innocent vampire to the floor. "Ow, what the hell was that for?" Asked Moka with a moan and frown.

"We're gonna be busy as shit all day long, I don't need you sucking him till he's impotent!" Yelled the Succubus.

"HEY! Keep it together, let's keep this investigation going!" Said Yukari, appearing from the right and grabbing Ben's left arm.

"Good plan. I'll find more people to stalk for you" said Mizore, appearing from the left and grabbing Ben's right arm.

_'Here we go again...'_ groaned the American teen. Getting a wake-up call like that certainly helped, Ben wasn't tired anymore.

-TIME BREAK-

Miss Nekonome was teaching about adjectives and proper nouns. While she was explaining, the door suddenly slid open. Several members in black uniforms walked in, not caring they interrupted a lesson or not. It was none other than the Public Safety Commission.

"It's them" whispered Moka.

"What are they doing here?" Whispered Kurumu. Ben just looked at the officers, keeping his guard up.

"Meow, we're in the middle of class right n..." Miss Nekonome said, but she was silenced by one of the men raising his hand.

One-by-one, the rest of the members walked into the classroom... letting in a man with long blond hair. Looking at the students, his eye caught the one he was looking for. Walking up to the only American in the entire school, he approached Ben's desk and looked down at the transfer student. Ben feared no one in particular, but the vibe this guy gave off was unsettling itself.

"Ben Tennyson... is that right?" The blonde asked. Geez, even his tone was enough to make nearby monsters pee their pants.

"Yes sir?" Ben said, keeping his cool. He didn't know why they were here other than the Newspaper Club, better play it smooth to avoid attention.

"I'm Kuyo, the head of the Public Safety Committee. Sorry to rain on your parade, but as of right now, your suspected of being human" said the blonde, which got the other students to gasp, some students muttering how it was possible Ben could be human with his rumored powers... except a certain pink haired one, who looked horrified. Did they really found out the truth about Ben? If they did... what was gonna happen to him? Well, she knew the rules but... no. She couldn't bear it. This can't be happening!

_'So much for not drawing attention... but how did they find out?'_ Ben thought, now worried as he remembered his grandpa warning him what will happen if anyone figured out he was human.

"Since humans enrolling to Yokai Academy is forbidden, you will come with us and go through a Security Committee inquest" said Kuyo. Moka and Kurumu got up from their seats, though Moka was first.

"Hold on just a minute, please" Moka begged.

"Yeah really, stop making wild accusations! A human can't wander in here anyway!" Kurumu added. Even a few students tried to tell the Committee leader about Ben's powers, enough though the only ones to see them were either defeated or just heard via rumors.

"SILENCE!" Yelled Kuyo calmly, his monster energy flaring up, making everyone shut up and back off. Many trembled just by the simple act of him releasing it. "Due to your involvement with him, you 3 could be ruled just as guilty. Moka Akashiya, Kurumu Kurono, Mizore Shirayuki; your coming too." He ordered.

Leading the friends out of the classroom, a muscled officer got out 3 pairs of cuffs to put around the girls' wrists. Ben assumed he'd get a similar pair, but the one he got had an extra attachment. It cuffed around his wrists just like the others, but with a flap-like strap on the left side and was long/big enough to cover his Omnitrix, preventing its use.

"Don't fret Mister Tennyson, its not like you need to 'watch your time', eh?" Kuyo stated in a mock tone. Now Ben was nervous, did the Security Committee somehow figure out what his supposed watch was capable of? With Kuyo and another man leading the way, they all walked down the halls to wherever it was they were going. "And the other Newspaper Club members?" Asked Kuyo to the man walking behind him.

"1st year Yukari Sendo and 2nd year Ginei Morioka. Should I have them arrested as well?" Asked the man.

"No need. As long as Ginei remembers what we taught him, he won't lift a finger to us" chuckled Kuyo.

Behind a flight of stairs, Yukari saw the whole thing as was determined to help. Her wand glowed and was about to wave it, when a hand covered her mouth and pulled her. "Stay back!" It was revealed to be Gin.

"Gin, stop it! I have to go help them!" Yukari said, squirming in his grip. Turning her around to face him, he spoke in a serious tone.

"We have to hold back for now, K? I tried to tell you all, I really did" he said. Yukari, overwhelmed by the situation and her own emotions, broke down crying into Gin.

-TIME BREAK-

Opening his eyes... when had Ben closed them? The last thing he remembered was walking down the halls of Yokai Academy... oh, right. The Security Assholes. They figured him out somehow, but they only suspected he was human, so he was safe for now. He tired to rub his head, for some reason it hurt like a sore thumb after you accidentally smash it with a hammer. He couldn't... they were being held back by something. Panicking, he turned around to see he was held down by 2 officers, their grip was like iron! To add more to his dismay, while his arms were free of the cuffs, the strap was still on his watch.

"Had a nice nap?" Asked a cocky tone. Looking in its direction, Ben saw Kuyo, standing with a smug smirk on his face. Taking in his surroundings, he noticed he was in an empty storage house of some sort, with a shrine in the back of the room. It was also kinda dark save for the torches around the room. "The jig is up, Mister Tennyson. We all know that your human" Kuyo spoke again.

Ben was confused, if they knew, then why drag it out? Perhaps they need a confession to be sure, that or this guy got sick pleasure toying with him. Either way, he won't let a bunch of bullies win, not in a million years.

"I don't know what your talking about. Have you heard the stories?" Asked Ben, with a cocky tone of his own. If this guy was gonna play games, 2 can play it.

"Oh we've heard, my American friend. It's just that... well, we've gotten some evidence that contradicts your supposed 'monster' forms" said Kuyo. He held up a ball of flame and it operated like a camera in a interrogation room, showing some people sitting on chairs while being talked to. While the witnesses eyes were blacked out, it was pretty obvious who some of them were.

**Saizou:** Yeah I thought he was a human and part of me still does. I mean really, what monster would smash a bracelet just to achieve his true form?

BUZZZZZ!

**Kotsubo:** Ben? Well, he's not a real good athlete... actually the worst I've ever seen. Though for some reason, his monster forms seem a lot stronger than he is.

BUZZZZZ!

**Male Student #1:** He does have a human-like scent, everyone knows about it.

BUZZZZZ!

**Female Student #1:** Moka's always kissing his neck, like their dating or something. I mean, he is pretty ho...

BUZZZZZ!

**Male Student #2:** That guy reeks...

BUZZZZZ!

**Female Student #2:** He's very nice, a little too nice for a monster.

BUZZZZZ!

**Male Student #3:** He is pretty cute...

BUZZZZZ!

**Tamao:** Now that you mention it; we monsters are strong, even in our human forms. Ben doesn't seem to be any stronger until after he touches his watch.

BUZZZZZ!

**Kagome:** Mister Tennyson? Yes. His wristband seems to display his transformations. One of them has a HUGE brain. OH, and his scent... its delicious! He smells exactly like a human being.

"The writings on the wall. No matter whose testimony we listened to, they all lead to the assumption that your human. And the fact that you have to play around with your device before any transformation is obtained only fuels the fire," Said Kuyo. "So tell me, where did you get your filthy human hands on something as powerful as this? I know WE don't have nearly as advanced technology as this, and most certainly those humans can't forge something so... interesting" he continued. While he had a burning hatred for humans, he couldn't deny they had better access to technology than monsters' did. He also couldn't help but admire Ben's powers.

Ben answered right away. "1st of all, those 'testimonies' are total bogus. 2nd of all, my watch has nothing to do with my monster forms. I have so many to chose from, I use it for visual reminders. And 3rd of all, how many humans can shift their shape?"

Kuyo had to admit, this Tennyson child made a compelling and completely valid argument. He was smarter than he gave him credit for. However, the smirk never left his face. "You make a valid point, Mister Tennyson. Humans can't do much by themselves, requiring machines to do work for them," Kuyo began, dispelling the fireball and turning around, facing the shrine directly with his hands behind his back. "And its not uncommon for monsters' to inhabit to human world if they so wish. But I can't help but wonder, if your not human..." Kuyo turned back around to face Ben.

Then dropped a bombshell. "Why were you enrolled by the Plumbers?"

The Commission Leader's smirk had gotten bigger from that statement. Ben was struck speechless... how much did Kuyo know? The monster noticed Ben's reaction. He got him. "Oh, don't look so surprised. They've been coming to us for years. About peace. Peace? Between human and monster? They live in a fantasy world" Kuyo insulted. "Those morons even claim aliens exist... I know! Ridiculous, right?" The leader kept bashing, which was eating at Ben's temper. Oh, if his Omnitrix wasn't covered right now...

Kuyo wasn't done yet, far from it. "There's also this one human whose has a... unique taste in food. Smoked Sheep Tongue, Mill Worms, Splug Au Gratu..." hearing that got Ben's attention. "What was his name again...?" Kuyo said with his fingers under his chin, pretending to have a lapse in memory, seeing that it was having an affect on his prisoner. "AHHHH! Of course! How could I have forgotten? The senile old man, Maxwell Tennyson."

From underneath the cuff strap, the Omnitrix glowed dark green. Ben then shot up and growled upon hearing Kuyo talk down about his grandfather, his temper having flared up. "YOU MOTHER..." He didn't finish due to being pulled back down into his chair. Kuyo was soooooo asking for it. The second Ben gets these cuffs off...

"Oh my. Did I pinch a nerve?" Asked Kuyo, mockingly. He had Ben right where he wanted him. His connection to the Plumbers and Max Tennyson was more than enough proof to say he was human... however, it didn't change the fact Ben was transforming all over school, meaning their was still some reasonable doubt. It could be argued Ben was a hybrid, or a monstrel. If Kuyo wanted to persecute Ben, he was gonna have to get him to admit it.

"Grrr... so what if I was? Doesn't prove anything! No ones gonna believe you" Ben said, his temper still up.

"So sure, are you? Well see for yourself," said Kuyo, making the fireball reappear and show more footage. "Even the ones you call friends are starting to question your existence..."

**Kurumu:** ...

**Male Interrogator #1:** Are you really going to sit there and tell me your friend isn't a human?

**Kurumu:** _(answers snarky)_ Been telling you that for the last hour!

**Male Interrogator #1:** So your gonna keep denying it?

**Kurumu:** Of course! Because there's just no way he is!

**Male Interrogator #1** : Tell me, what makes you so certain?

**Kurumu:** Well... for one thing, humans can't get into Yokai Academy.

**Male Interrogator #1:** Point taken, then surely you know what monster he is?

**Kurumu:** Yeah, I've seen it with my own eyes! He's a shape-shifter!

**Male Interrogator #1:** Very well, what kind?

**Kurumu:** _(blinks)_ K-Kind?

**Male Interrogator #1:** There are two. Onimodoki and Doppelganger. Which is it?

**Kurumu:** _(looks off to the right)_...

**Male Interrogator #1:** You mean you don't know?

**Kurumu:** ...

BUZZZZZ!

**Mizore:** It doesn't matter which one he is. The rules say we can't reveal our monster identities without a good reason.

**Deshiko:** Really? Then after all the fights you've been involved in, why hasn't he told you which one?

**Mizore:** _(gets defensive for Ben's sake)_ Because he's been really good about obeying the rules!

**Deshiko:** _(comes on-screen as Mizore keeps her eyes on her)_ Well, that's _one_ possibility. But if he's gonna go as far as transforming right in front of you all, _several_ times; then what's the point?

**Mizore:** _(sees logic in Deshiko's statement, but remains true to Ben)_ M-Maybe he doesn't want people to know what he is. That's not a crime!

**Deshiko:** _(leans in)_ And why would that be? What's he got to hide? He constantly protects you, yet he still won't give you a hint? _(leans in closer, with Mizore leaning away)_ Not letting his "little snow bunny" know, after she's in serious danger, even after she gifted him her own power? Come on, don't tell me you haven't thought about this at _least_ once!

**Mizore:** What are you trying to say?

**Deshiko:** That your big, bad snow angel... is a pathetic, lying, cowardly, spineless, lily-livered excuse for a monster... if he was one.

**Mizore:** He's not... Ben's not...

BUZZZZZ!

**Male Interrogator #2:** We know everything... how you've been sucking his blood almost nonstop. Vampires... they love human blood, don't they? Therefore, logic dictates Ben Tennyson is a human!

**Moka:** NO, YOUR WRONG! I drink his blood because... because its delicious! He's not a human... humans can't come here and they can't change into different forms...

"Of course, they kept denying and denying it. So we had to use more... persuasive measures" said Kuyo. Ben's eyes widened at what the fireball was showing him now.

**Male Interrogator #1:** Why are you trying so hard to protect him, he doesn't return your feelings.

**Kurumu:** W-what are you talking about?

**Male Interrogator #1:** Oh, you didn't know? He and your friends have become quite close. _(He takes out a tape recorder and pushes play. Kurumu then hears Ben's voice; telling Moka, Yukari and Mizore how much he loves them)_

**Kurumu:** _(_ _she hears kissing noises, clothes moving, and moans coming from the recording. She_ _starts tearing up)_... Turn it off.

**Male Interrogator #1:** _(has an evil smile_ ) Succubi can't stand their "Destined Ones" with someone else, right? Are you gonna admit he's a human? _(turns up recorder, making it louder)_

**Kurumu:** _(is crying and putting her hands over her ears)_ NOOOOOOOOO! TURN IT OFF! TURN IT OFF!

BUZZZZZ!

**Deshiko:** _(has an evil smile)_ Ooh, it's getting kinda cold in here. Let me just turn it up. _(goes off-screen for a second, a noise sounding like a dial turning is heard)_ Much better.

**Mizore:** _(water starts to drip off from her)_ Can you... turn it down...?

**Deshiko:** Turn it... up you said? OK! _(turns dial all the way up, which somehow caused fire to break out around Mizore)_

**Mizore:** _(jumps out of of panic, more water drips from her at a faster rate)_ STOP! _(fires an ice blast, but it does noting to douse the flames)_

**Deshiko:** Where's your snow angel now? Shouldn't he be here to save his snow bunny from melting away?

BUZZZZZ!

**Male Interrogator #2:** _(slams a cup of liquid on the table)_ So Moka... are you thirsty? _(dips a finger into the liquid)_

**Moka:** _(shivers)_ W-W-What's that?

**Male Interrogator #2:** _(has an evil smile)_ Oh nothing, just water. Why... something wrong? _(flicks water off his finger)_

**Moka:** _(lights up with electricity)_ AAAAAAAAAAAAAAAAAAAAAHHHHHHHHHHHH! _*Pants*_

**Male Interrogator #2:** Tell us the truth! Ben Tennyson is a human!

**Moka:** _(breathes very heavily)_ H-He's n-n... _(gets more water flicked at her)_ AAAAAAAAAAAAAAAAAAAAAHHHHHHHHHHHH!

"MOKA, KURUMU, MIZORE!" Ben shouted to the fireball, somehow hoping his voice could reach them.

Kuyo dispelled the ball of flame a second time. "If you continue with this farce and keep this unneeded investigation going on, I'm not sure we can grantee their safety much longer."

Ben heard enough. He broke free of the 2 thugs holding him, and with his Omnitrix glowing dark green again (though it appeared to be brighter), he went after Kuyo. "YOU SON OF A BITCH!" He yelled, only for those 2 thugs to pin him to the floor. "You bastards! Your monsters' in every sense of the..."

STOMP!

Ben didn't finish because he got a boot to the head. "Go on, Ben... show me one of your incredible forms! Getting free of the 2 men holding you down and throwing me against a wall should be no problem for you! So what's it gonna be? A four-armed Orc? A sonic-howling werewolf? A speeding dinosaur?... COME ON! Everyone is **DYING** to see!" Said Kuyo, his eyes glowing with power. "In fact, you won't even NEED to go that far! Simply transforming into one of them right now without checking the time, all the charges will be dropped!"

Ben found himself floating in a blue fiery void, unable to move, with Kuyo in what he guessed was his monster form. Ben heard the screams of Moka, Mizore and Kurumu all around him; not knowing with way to turn or which was was out! Looking down, he noticed the Omnitrix was free. How? He didn't care and just tried turning it on, but it didn't work! There was light coming from it at all!

"What's wrong, Mister Tennyson? Why won't you change? All you need to do is transform and you can go free," Kuyo's voice continued to taunt him from all directions. "Oh, that's right... you can't! Because your not a monster at all. What you are... is a **human**..." Ben eyes widened in fear as the voice of Kuyo growled behind him, not even Zombozo or Ghostfreak put him in a such a corner. Right now... he was truly powerless...

Images of Mizore... Kurumu... Yukari... and Moka, filled his head. There was no going back to them now, there was no other way out... it was over. _'Well guys... guess this is it...'_ Ben thought sadly, he then looked straight up at the Security Committee leader. "ALRIGHT! FINE! I admit it! I AM a human! HAPPY?! Now let them go!" He shouted at Kuyo with all the gusto he had left.

Kuyo just chuckled... then laughed manically as he stepped off Ben. "Did you hear that, everyone?" He said, snapping his fingers. Everyone? But there's no one else in here...

That's what Ben thought... until he heard a noise that sounded like something breaking...

_**POV - Moka, Kurumu and Mizore:** _

_At the same time, minutes earlier..._

"Get in there!" Ordered a member of the Committee, pushing the monster girls forward.

"HEY! NO NEED TO PUSH, ASSHOLE!" Said Kurumu as she, Moka and Mizore were pushed into a room; then they saw a burst of red light out of the corner of their eyes. On the floor at the shrine ahead was...

"BEN!" All 3 of them called, but he didn't answer. Why was he in alien form? Why was he asleep on the floor? Why was Kuyo waiting staring down at him like that? What was going on? It was then 2 members of the Committee lifted Ben off the ground and onto the chair.

"Take a seat" ordered the member of the Committee that pushed the girls in. Their were 3 chairs lined up, so they each took a seat. While they were strong monsters', they stood no chance against an army, and Ben's couldn't remove Moka's Rosario at the moment. After a minute or so, Ben began to stir.

"BEN!" Moka called out to him, but he didn't respond. That didn't make sense to any of the girls, they were less than 5 feet from each other.

_"Had a nice nap?" Asked Kuyo to Ben. "The jig is up, Mister Tennyson. We all know that your human."_

_"I don't know what your talking about. Have you heard the stories?" Asked Ben, with a cocky tone._

_"Oh we've heard, my American friend. It's just that... well, we've gotten some evidence that contradicts your supposed 'monster' forms" said Kuyo. He held up a ball of flame and it operated like a camera in a interrogation room, showing some people sitting on chairs while being talked to. While the witnesses eyes were blacked out, it was pretty obvious who some of them were. "The writings on the wall. No matter whose testimony we listened to, they all lead to the assumption that your human."_

The girls stared. That made even less sense! Those students/teachers were never called at all... and what did Plumbers have to do with Ben? That was a weird question.

_"Grrr... so what if I was? Doesn't prove anything! No ones gonna believe you" Ben said, his temper still up._

_"So sure, are you? Well see for yourself," said Kuyo, making the fireball reappear and show more footage. "Even the ones you call friends are starting to question your existence..."_

The girls were now in shock. Kuyo was showing Ben was interrogations involving them, then some film about them getting basically assaulted! But they were never threatened by the Committee that way! Those things sounded like things they would say if attacked in that way, the girls couldn't deny that, but Kuyo was using some kind of magic to try and fool Ben! But Mizore and Kurumu won't be fooled either! There was no way Ben was human! This was all a big ploy!

Moka however, looked down in shame...

"Ben! It's not real!" Called Kurumu.

"They're lying! Don't fall for it!" Called Mizore. Again however, Ben didn't react to their voices. Why wasn't he responding?

"It's pointless," said the Committee member. "He can't hear you. In the masters shrine, he controls whatever can be seen or heard."

_"MOKA, KURUMU, MIZORE!" Ben shouted to the fireball, somehow hoping his voice could reach them._

_Kuyo dispelled the ball of flame a second time. "If you continue with this farce and keep this unneeded investigation going on, I'm not sure we can grantee their safety much longer."_

_Ben heard enough. He broke free of the 2 thugs holding him, and he went after Kuyo. "YOU SON OF A BITCH!" He yelled, only for those 2 thugs to pin him to the floor. "You bastards! Your monsters' in every sense of the..."_

_STOMP!_

At Ben's head getting stomped on, the 3 girls flinched. They appreciated Ben's reaction, showing his loyalty to them, and wanted to help so badly, but there was nothing they could do except watch.

"Your wasting your time! Ben'll never admit he's human!" Said Kurumu.

"Because he's **not** human! So stop torturing him!" Mizore said, but it was all in vain as Kuyo kept going.

_"Go on, Ben... show me one of your incredible forms! Getting free of the 2 men holding you down and throwing me against a wall should be no problem for you! So what's it gonna be? A four-armed Orc? A sonic-howling werewolf? A speeding dinosaur?... COME ON! Everyone is **DYING** to see!" Said Kuyo, his eyes glowing with power._ _"In fact, you won't even NEED to go that far! Simply transforming into one of them right now without checking the time, all the charges will be dropped!"_

It was now the moment of truth. 2 of the girls knew Ben could easily fight back, the 3rd one keep looking down.

"BEN! COME ON! Go Fourarms on this creep!" Called Kurumu. Even though she was well aware he couldn't hear her, she was doing it for support regardless.

"Or freeze him solid with Big Chill!" Called Mizore, doing the same thing Kurumu was.

...

...

...

Something's wrong... why wasn't he changing? All he had to do was transform into something... anything!

"Why isn't he shedding his human form?" Asked Kurumu, confused.

"I... don't know" answered Mizore, just as confused as her succubus rival. This made no sense. Ben could use any 'Hero' to escape, but why wasn't he? It's not like that watch was the only thing he had, right? It was a piece of alien tech he acquired, that didn't mean he couldn't just transform into what he really was. Neither Mizore nor Kurumu noticed since they're attention was focused on Ben, but it was here that Moka's eyes started to water a bit.

_"What's wrong, Mister Tennyson? Why won't you change? All you need to do is transform and you can go free," Kuyo continued to taunt him. "Oh, that's right... you can't! Because your not a monster at all. What you are... is a **human**..."_

_Ben looked straight up at the Security Committee leader. "ALRIGHT! FINE! I admit it! I AM a human! HAPPY?! Now let them go!"_

Kurumu and Mizore felt like their hearts stopped, they stared at Ben with wide eyes... did he really just say...?

_Kuyo just chuckled... then laughed manically as he stepped off Ben. "Did you hear that, everyone?" He said, snapping his fingers._

_**Main POV:** _

**Moka:** B-Ben... why?

**Kurumu:** It can't be... your not a human... are you?

**Mizore:** Tell us its not true... you just snapped under pressure, right?

Ben turned slowly around and for reasons that defied all logic, his 3 friends were behind him, sitting in chairs. "Oh yes, this shrine can be deceiving. We can cast illusions, separate people, or bring everyone together if we want" said Kuyo. Ben was shocked... he was tricked by the oldest con in the book. Moka broke the silence.

"Ben... whatever they threatened to do to us... never happened. It shouldn't have made a difference. We've come this far, why did you tell them the truth?" Moka sobbed, controlling her guilt and sadness the best she could. Hearing this, Kurumu and Mizore looked in the vampire's direction. "We were getting along just fine... all of us... you didn't have to..."

SLAP!

Kurumu got up and hit Moka hard across the face. "You knew... and you never told us?" Kurumu growled.

"Listen Kurumu, don't blame Moka. I was gonna tell you s..." Ben was saying but with tears in her eyes, Kurumu snapped at him.

"LEAVE ME ALONE!" Kurumu yelled at him, but she didn't face him. She couldn't bare to look at his face right now. She was hurt, and felt betrayed. This came as a shock to Ben, as Kurumu never yelled at him before. For anything.

"Family feud? Well you have been lying to them from the start, as humans say: what goes around, comes around, " said Kuyo, he then turned to an officer next to him. "Actually, when did young Ben enroll here?" He asked, feigning his lack of knowledge.

"Since April, sir" answered the officer.

"Really, now? Since day 1?" Kuyo asked, sarcastically, taunting Ben some more. He then counted on his fingers. "May, June, July; all the way to November! I must hand it to you, Tennyson. 8 months, and no one suspected a thing! Almost the entire year! You must be good at keeping secrets, aren't you?"

Ben wanted to snap at Kuyo right now, but... what was he supposed to say? What COULD he say? How was he gonna justify lying to his friends for so long, regardless of the rule of no humans or not? No matter what he said, he still hid the truth since the beginning.

"Toss the rest of them out. Except for Moka. By her own admission, she's an accessory," said Kuyo. An officer grabbed Moka and carried her away, with her crying Ben's name. Kurumu and Mizore just walked out, not looking back. "Benjamin Tennyson, your guilty as charged. Your sentence is death."

-TIME BREAK-

Back in the Newspaper Club, Yukari and Gin were held up in there. Kurumu and Mizore walking in the door with upset looks on their faces. They broke the news to Gin and Yukari.

"Heheh. Your joking... right, titty-pie?" Asked Yukari with a nervous chuckle.

"Its true... Ben admitted it" said Mizore.

"No way, but his monster forms...!" Said Gin.

"It can't be true, its gotta be a lie!" Said Yukari.

"And Moka knew... all along. It all makes sense now... why she loves his blood so much... why Ben had to use the Omnitrix to change his form... its cause he's not a monster after all" said Kurumu, sadly looking down at the floor.

Mizore just left the room, Gin did the same after telling everyone to lay low for a while, leaving the young witch and busty succubus alone. "Yukari... what do you think of human beings?" Asked Kurumu, out of the blue, though her head was slightly facing downward.

"Not much, I guess. Growing up, I was told humans were scary and I believed them... then I met him" said Yukari.

Kurumu lifted her head up, becoming interested. "Him?"

"Ben... the very thing I was taught to be afraid of... saved my life" said Yukari, having a small flashback to Ben defending her from the Lizardmen in human mode, then later on as both Wildmutt and Cannonbolt.

"Yeah... me too..." Kurumu mumbled, having a flashback herself of the time she was cornered by Inner Moka, only for Ben to step in-between them.

"ATTENTION STUDENTS OF YOKAI ACADEMY!" Called Kuyo's voice over a loudspeaker, causing Kurumu and Yukari to look up at it. Outside, the leader himself was holding a microphone while talking. "STARTING RIGHT NOW, WE WILL BE HOLDING THE PUBLIC EXECUTION OF A POPULAR STUDENT... BENJAMIN TENNYSON. NOT ONLY IS HE AN AMERICAN... BUT A HUMAN WHO HAS INFILTRATED OUR SCHOOL! HE HIMSELF HAS ADMITTED HE'S A HUMAN AND THE MONSTER FORMS HE POSSESSES ARE NOT HIS OWN. HIS WATCH HAS THE UNBELIEVABLE POWER TO ABSORB POOR MONSTERS, WHERE HE CAN STEAL THEIR POWERS AND PLAY DRESS UP WITH THEIR BODIES! AS PUNISHMENT FOR SUCH A HEINOUS CRIME, HE IS SENTENCED TO DEATH! AS IT IS OUR DUTY AS THE PUBLIC SAFETY COMMISSION! HIS PITIFUL EXISTENCE WILL BE ENDED IN EXACTLY 4 MINUTES... FELLOW STUDENTS... LET THIS BE A REMINDER THAT NO HUMAN CAN GET AWAY WITH THEIR MISDEEDS!"

Ben was lead to a crucifix near a giant tree as the students gathered cheered for his death. There was a few who believed death was a little to far, but they could their mouths shut. Speaking of those who disagreed, Ben's homeroom teacher was watching from the Teacher's Lounge window. "Oh dear! Isn't this a little extreme? I thought Yokai Academy was to learn how to peacefully coexist with humans!" She said.

"Well, that's one thing and this is another. Monsters and humans are mortal enemies, and a human sneaking in here doesn't exactly spell 'peace', does it?" Said Kotsubo.

"But the death penalty? Isn't that a bit too far!... OH! I KNOW!" Said Miss Nekonome, then she got an idea. She ran out of the lounge, heading to the office of the one person who could fix this mess...

In a jail cell in a dungeon, Moka is pulling and pulling her Rosario, but it won't come off. "Come on! COME OOOOOON! If I can just break this off, I can save Ben. UGH! Please, just come off! COME OFF! PLEASE!" She screamed, but it was no good. It hurt to try and remove it herself. Holding it close to her, she then cried and screamed one final word...

"BEN!"

* * *

And cliffhanger! I'm so evil that I love it! Muhahahahahaha!

So... what's gonna happen next? Will I stay true to the manga/anime and Ben will be saved... or has his days of "Hero Time" finally come to an end? Return here soon and find out...


	12. Chapter 12

"But Headmaster sir, isn't sending someone to death going a little too far?" Asked a cat-like voice. We start this episode with Miss Nekonome in an office, talking to none other than Tenmei Mikogami. If anyone could put a stop to this, it was gonna be him.

"I've made my decision, Miss Nekonome" said Tenmei, who was not willing to cooperate.

"But what about Mister Tennyson? If he's a human, isn't that the more reason NOT to kill him?" Asked Miss Nekonome, trying a different tactic. Maybe if she reminded the Headmaster what the school was all about, that might persuade him to reconsider.

"Assuming he IS put to death... it means it was his fate" the old man answered, undeterred.

This is NOT what Miss Nekonome signed up for, she was all for teaching students and punishing them when necessary... but killing someone just to get a lesson across? She left the room, crying. When the door shut, the Headmaster spun in his chair to look out the window, he had a perfect view of the execution. _'Well Azmuth, it seems even a human WITH supernatural abilities isn't good enough to change monster/human relations...'_ he thought.

( **AN:** Theme Song.)

**Chapter 12: Last Stand + Vampire**

_'Aw man... how do I end up in these kinds of messes? Should I just have ignored my exchange?'_ Thought Ben, hanging from a crucifix. Then, images of the people he met here flashed through his mind. Gin, Mizore, Ruby, Yukari, Kurumu... and Moka. If he did just leave or not have come in the first place, Ben never would have met such amazing, yet weird people. He started to chuckle. It was funny after all the times he almost died, NOW he really was. The Omnitrix self-destructing, almost drowning back in that underwater hotel and even about to suffocate in the vacuum of space.

"Are you so afraid to die, your cracking up?" Asked Kuyo, looking up at his captured human.

"Well, your not the first person to want my head. I've been through worse, believe or not" Ben responded, adding some humor. He was gonna die anyway, right? Might as well make the most of it.

"Interesting... you must've been though allot in your short human life" said Kuyo.

"I have a last will and testament, if you can grant me that?" Asked Ben.

"And what would that be?" Asked Kuyo.

"After my death, just leave the rest of the Newspaper Club alone" said Ben.

"How noble, for a wretched piece of junk. Your obviously more evolved than the average human. Shame the rest of your kind hasn't grown as much" said Kuyo. Ben would normally get irritated at this guy, but he was in no position to smack-talk right now.

"Can you do it or what?" He asked.

"Very well. Let it not be said that the Security Commission isn't without some level of mercy" said Kuyo.

"Thank you... that's all I ask" said Ben, calming down a bit. Even though he could no longer protect them, at least they won't be hunted down.

"Don't worry, my evolved human friend. I'll personally make sure your precious Newspaper Club buddies don't suffer at all," Kuyo said, then his tone changed. "In fact, their deaths will be quick and painless! You'll all meet on the other side and make newspapers for eternity. How's that for mercy? Hahahahahahaha!"

-TIME BREAK-

At the same time off campus, Mizore was sitting by the ocean, where Kotsubo would have raped her. For some reason, being her made her smile. "Ben... it was here... this is where you saved my life" she said, looking back towards the school for a second before resting her head on her knees. Did she feel hurt? Yes, of course, but it didn't change how she felt about him. Ben was still Ben, but what could she do now? He was being killed as she sat there, and there was no way a single monster like her could do anything on her own...

_"Now it's your turn to save him"_ said a voice. Mizore had a surprised expression on her face, she looked around, but all she saw was a crow flying above her...

-TIME BREAK-

Near the lake on a bench, Kurumu and Yukari were together with Kurumu sitting down and Yukari standing.

"Hey Kurumu, I didn't get to finish what I said last time. True, I used to think humans were nothing but evil tyrants... but after meeting Ben, now knowing he's human... my opinion of them changed. Maybe... not all of them are so bad. And it doesn't matter if your a monster, a human or an an alien-changing one, just if your good or bad. Ben... a human... the one thing I was taught to avoid, didn't treat me like dirt. Since coming here, the only ones who picked on me were monsters'... and Ben was the first person to stand up for me, even though I was told humans didn't care about anyone but themselves. So... I really think we should do something... anything!" Said Yukari, expressing her feelings on the matter.

"I know, and I get it. I was taught humans, especially human males, were worthless and only meant to be enslaved by succubi. Since meeting Ben and now finding out he's human, it made me rethink everything... what if we're wrong? What if not all humans are the soulless, unworthy, shallow creatures we were always told they'd be? What if... there are good people hidden among them... like Ben. He's different. He's nicer, kinder, never turns away from someone in need" said Kurumu with her head down.

"OK! Well in that case..." said Yukari, but she was cut off.

"But _you_ don't get it... I'm upset for another reason," Kurumu admitted. "We're all friends... and friends keep secrets for each other, right?... I could care less if he's human, it just proves he's my Destined One because he's different. But him and Moka... they didn't tell us the whole truth from the beginning... they didn't trust us enough to tell what was really going on!" Tears began welling up in her eyes.

"B-But..." said Yukari.

"I mean, come on! Its just frustrating...!" Kurumu continued, then she finally looked up, her eyes on the verge of gushing. "If they just told us from day one, think of all the ways we could've helped them right now! Think of how we could have helped Ben avoid this!" Those tears were now rolling down her cheeks, making Yukari understand fully what was bothering her. "BAKAS! BEN AND MOKA ARE BAKAS!" Cried Kurumu, her eyes gushing.

_"Why not tell them in person?" S_ aid a voice, the same one that Mizore heard. Kurumu and Yukari looked up in surprise, but couldn't find anyone around... only a crow above them.

-TIME BREAK-

In the old jail cell, Moka stopped sobbing and just sat in a darkened corner. After minutes of trying, she was unable to get her Rosario off. "I'm so sorry, Ben... I'm just not strong enough..." she said. Then, her Rosario began to glow.

**"Giving up already?"** Asked Inner Moka.

"No... I'd give anything to save Ben, but... I don't have the strength too..." Moka said, reiterating she wasn't powerful enough, but was cut off.

**"Stop right there. True your not as strong as me, but your tougher than you give yourself credit for"** said Inner Moka, shocking her pinky half. **"Who was it that tracked Ben down when Kurumu charmed him? Who managed to let me out back on Witch Hill? And who's the** _only_ **other one who knows how his Omnitrix worked to save you from the itsy bitsy spider?... It wasn't me, sweetheart."**

Moka gasped, her vampire self was right! Her S-Class super monster side didn't do it, she did! **"Besides... it goes to show how much you've grown. And do you think your alone in this? I too want to save Ben, he's one of a kind,"** Moka looked at her Rosario in surprise upon hearing her inner self admit something like that, not expecting it in the slightest. **"... don't you dare tell him I said that"** Inner Moka said.

Moka couldn't help but giggle and cheer up a little after hearing that, both of them really have grown since meeting Ben. **"So Moka... are you going to try again... or are you gonna wallow in self-pity?"** Inner Moka asked. Despite the danger of possibly dying from removing the seal themselves, doing nothing was certain death for both them and Ben. Nodding, Moka held the Rosario in her hands, getting ready to pull again. Before she could pull however, she heard a flapping noise and looked toward her cell doors.

"A crow?" She asked, confused.

_"Been a while, hasn't it Moka? Stand back"_ it seemed to say. Suddenly, the bars of the cell door bent inwards, opening a hole large enough for Moka to escape. Upon exiting the crow transformed into a women with a long dress and long hair... and held a wand.

"Ruby!" Said Moka, glad she was here and now fully recovered, and in the nick of time too. For an A-Class monster, Ruby proved to be as powerful as Inner Moka was.

Ruby walked over to Moka and looked behind the vampire. "What took you guys so long?" She asked. Moka turned around to see the rest of the girls approach.

"Freezing the guards ass off took a while" said Mizore.

"Yeah, he put up one heck of a fight" said Yukari. While the 2 girls stopped, Kurumu continued to walk towards Moka...

SLAP!

The succubus slapped her again, harder this time. So hard, it echoed.

...

...

...

"... What are you just standing around like a frightened child for? Shouldn't we be saving Ben's ass?" Kurumu asked in a tense voice.

"Kurumu..." said Moka.

"I'm still mad at you... you shouldn't have kept Ben's status from us, but I'll get over it" Kurumu answered, willing to forgive Moka, but never forget until she cooled off some more.

"I'm sorry, everyone. I should have told you the truth" Moka apologized, knowing she was wrong.

"Now's not the time, we better get moving. Human or monster, there's no difference in the value of someone's life. I forgotten a wise person taught me that, but I was able to remember thanks to Ben" said Ruby, holding up her wand. A new wand apparently, though it looked the same her previous one.

"Alright girls, we've got a stud to save!" Said Kurumu, as all of them headed out of the dungeon and to the surface.

-TIME BREAK-

Back outside, Ben's hour had passed. "Everyone, the time has come to send this human on his way!" Said Kuyo, forming a ball of fire in his hand and sending it below Ben. Now he knew what burned at the stake meant. Seconds later... ice erupted from the surface stopping the execution! The smirk finally left Kuyo's face, replaced by anger. Who would dare interrupt his moment of glory?

"HOLD ON, SWEETIE!"

"We've got you, Ben!"

Above him and giving him a lift... was Kurumu and Ruby! In the distance, Ben saw 3 more girls rush to his rescue: Mizore, Yukari...

And Moka! "We've got this! Get Ben out of here!" She shouted, as Kurumu and Ruby flew off.

"Oh, of course. Those fools from the Newspaper Club..." said Kuyo, his smirk returning. "I'm warning you. Your committing a serious act of treason not just against this school, but all of monster kind! Don't you realize that?"

"I don't give a damn! That doesn't matter to me!" Said Moka.

"All that matters is our friend!" Said Mizore.

"Yeah! So what if he's human! He's more important than anything else, ya creep!" Said Yukari.

"Well, history really DOES repeat itself. Your making the same mistake as Ginei last year," Kuyo said, which got the girls to stop running as they approached him. "Oh yes, he said something quite similar, that he couldn't tolerate all we do for the school, so he was going to 'expose' us. That the truth mattered more. So we had to silence them... permanently," Kuyo admitted. "It was a mistake to let the Newspaper Club continue, a grave one on my part. So I'm going to atone for it, WITH YOUR DEATH! YOU THREE, DESTROY THEM!"

The interrogators from the last episode appeared and took their true forms. The 1st male become a 3-headed dog, a Cerberus. Deshiko become a maiden in gray clothing, a Jiang Shi/Zombie. Finally, the remaining male hardened into a steel beast, a Golem. Yukari fought off the Jiang Shi/Zombie quite easily, using golden washtubs to smack her around. Mizore jumped away from the Golem's fist and froze it off. The Cerberus was about to go after Moka, but Mizore froze him solid.

"Go help, Ben!" Yukari called to Moka.

"Hurry!... You owe us though" said Mizore.

"Thanks, you guys" said Moka, running off to where Kurumu and Ruby would drop off Ben, which was planned to be on the roof. _'I'm coming Ben... this time, I'M protecting you!'_

Kuyo just watched on with his signature smirk; at both Moka fleeing, and Kurumu and Ruby taking Ben to safety. "Go ahead... run. Running won't save you against someone of my power!"

Landing on the school roof, Ruby and Kurumu gently let Ben down. "Phew, Kurumu... Ruby... thanks guys" he said. For the first time in a long time, he thought he was done for, but his friends saved him this time... ironic, but welcome.

"BEN!" Shouted a voice Ben thought he'd never heard again. The roof door bursting open... the most beautiful creature in the universe was a site for sore eyes... Moka. She was panting up a storm but shaking it off, she ran toward Ben.

"MOKA!" Said Ben.

SMOOSH!

He felt softness on his back. Well... she was consistent at least. "What's the big deal about her? I'm the one who saved your sexy butt!" Said Kurumu, rubbing his back with her huge chest.

"Oh, shut up Kurumu and get away from my Ben right now!" Said Moka, really not in the mood for Kurumu's advances, right now she just wanted to be with Ben. The two of them began arguing, predictively.

"Uh yeah, I really thought I was a goner down there..." Ben said, rubbing his neck. His Omnitrix was suddenly glowing dark green again; he didn't know how or why, but he sensed something wrong... "GET DOWN!" Dragging the 3 girls down to the ground quickly, a spear of flame just barely missed his head! It came from the opposite side of the roof...

"Well... now your a goner up here" said Kuyo, having appeared to finish what he started, readying another spear by his finger flaring up. Ben got up quickly, it was time to settle the score.

"It's Hero Time!" He pressed his watch to turn it on.

...

...

...

Nothing happened.

_'The hell?'_ He thought. Looking down, he noticed the light was red. _'Are you fucking kidding me?!'_ His voice cracked in his thoughts.

Taking advantage of Ben's distraction, Kuyo fired again, only this time he aimed the spear of fire in-between and past Ben's legs at the floor and it erupted into a dome of fire, cutting Ben and the girls off from each other! They girls screamed in shock, but at least they weren't burned. "What's wrong, Mister Tennyson? Too warm out here, or have you lost track of time?" Kuyo asked mockingly, punning Ben's Omnitrix. He fired again, and all Ben could do was roll out of the way, with the Omnitrix glowing dark green for a split second when he dodged before going back to red.

_'I don't understand, I haven't used the Omnitrix all day, why is it recharging?'_ Ben asked himself. The last time he used the watch was yesterday with all the quick-changes during the investigation, why was it still recharging after all that time?! It made no sense!

Kuyo then stopped his attack. "Oh forgive me, my American friend. It must be pitiful to have no power at a time like this" he said, making another time pun.

Ben had enough, Kuyo's games were really getting on his nerves. "What did you do to me?"

"Oh, its not what we did to you, but rather... your green sweatband" said Kuyo, as he began to explain in detail.

-FLASHBACK-

**Kuyo:** When we learned about a transfer student coming to Yokai Academy, we had to do a little investigating. Despite your human smell, rumors spread about how you easy beat back an Orc with an Orc transformation of your own.

_Flashback shows an officer in the trees, taking pictures of Fourarms from episode 1._

**Kuyo:** Then, rumors spread about you having a second form, a large horsefly-like monster.

_Flashback shows an officer on the forest floor take pictures of Stinkfly's and Kurumu's aerial battle from episode 2._

**Kuyo:** As time passed, more and more tales from the student body ran on and on, about how you must a shape-shifter. There's no other explanation, right? So, we did some more digging, and found out the Plumbers enrolled you here.

_Flashback shows the rest of Ben's forms from episodes 3-10 flip every few seconds, each with an officer having a camera taking a snapshot in the background. Then, the scene changes to Kuyo's office, where files laid upon his desk saying "Top Secret" in Japanese. These files, contained all the times the Plumbers contacted the monster realm, either physically or verbally. Kuyo's eyes narrowed... some pictures of Plumbers had these special badges, that matched the symbol of the Omnitrix!_

**Kuyo:** Once it was brought to my attention, I noticed all your "monster forms" had 1 thing in common... that strange symbol, the same one your watch has. After realizing this, we had to... "question" you.

_Flashback shows Ben being knocked out in the school hallway by the tall man that told Kuyo about Ben, using a karate chop on his neck._

**Kuyo:** That device you have is quite the interesting toy. Every time one of us would try to remove it from your person, it would blow us away.

_Flashback shows an officer with a screwdriver being knocked away by the Omnitrix releasing a surge of green energy, then another with a saw that ended in the same result, and even one with a chainsaw was sent across the room... the chainsaw was also blown apart._

**Kuyo:** So we used a different approach. Charming your hand to make a move, have you play around with it and viola! You finally changed. It was then I realized that your power ONLY came from it... and not you yourself. It became clear that you are a human, a spy sent from that annoying organization, that won't leave us monsters' well enough alone.

_Flashback shows that before the girls entered, one of Kuyo's subordinates used some kind of magic to move Ben's hand to toy around with the device. Sure enough, after figuring out how it operated, Ben had changed into an alien. He spent the rest of that time unconscious on the floor, until a red flash ended the transformation._

-END FLASHBACK-

Ben was dismayed, that's why his execution was scheduled so quickly! Kuyo figured out everything with little information! "So Ben... how does it feel being a powerless human? That's what you are after all... nothing but a weak, little human" said Kuyo, resuming his attack again. Doing the only thing he could do, Ben dodged. Spears flew past him, but he kept evading while the watch glowed dark green each time he dodged.

Ben was getting exhausted, he couldn't keep this up forever. Eyeing Ben's tired state, Kuyo knew all he had to do was a well-aimed flame spear into Ben, and he would be gone... that didn't satisfy him. He needed a more... dramatic end to this fairy tale. Seeing the girls, he smirked evilly. He got an idea. Using his power over fire; he dispelled the fire dome, pointed at the girls... and his finger flamed up.

The girls' eyes widened in shock, unable to move, with Ben seeing exactly what Kuyo was doing!

FLOOSH!

...

...

...

It didn't hit one of its intended targets.

...

...

...

It was Ben, who moved in the way.

The girls gasped and their mouths hung open as Ben started to moan in pain. "Ben!" Said Moka. He didn't answer, he was then engulfed in flames, still groaning in pain, and fell back. The girls continued to stare, unable to comprehend what had just happened.

"What a shame. The other students didn't get to see this glorious moment... but the execution was finally carried out. As for monster/human coexistence... that only occurs in fairy tales and fables, and I hope that ridiculous ideal dies with that equally ridiculous fool" said Kuyo.

"BEN! BEN PLEASE! YOU CAN'T, BEN! YOU CAN'T DIE ON ME LIKE THIS!" Moka sobbed, holding her dear American friend. "Ben please... life without you, isn't a life at all" she continued. Kurumu and Ruby joined in with her tears, there was real love behind those words. Miraculously, Ben was able to grab her hand, albeit the grip wasn't as strong as it used to be.

Ben felt extremely weak, he could barely feel anything anymore, aside from feeling very burned. "M-Moka... I'm glad... I came here... glad I stayed... to have met everyone... Kurumu... Ruby... Mizore... Yukari... you..." Ben said weakly, gripping Moka's arm as tightly as his body would allow, which wasn't that much.

"NO! STOP TALKING LIKE THAT!" Moka yelled, hugged Ben close to her and cried in his shoulder. She didn't want to let him go, she couldn't! He couldn't die on her, he was Ben Tennyson!

"Moka... I regret... allot of things... I could have been... more mature... grew up when I should have... people I... could have saved..." Ben said, feeling his strength leave him. He lifted his shaky arm towards Moka's chest. "P-Protect our friends, Moka... o-only you can... I-I b-believe in you...

...

...

... both of you..." Ben said, using the last of his strength to pull off Moka's Rosario. As his hand slumped down, he released the Rosario and it clacked/bounced against the floor in slow motion. Once... twice... then slid on the third before finally stopping. Still holding Ben close, "Ben..." Moka called his name... but when he didn't answer, and the reality hit her...

"NOOOOOOOOOOOOO **OOOOOOOOOOOOOOOOOOOOO!"**

The familiar bat swarm surrounded Moka as her monster energy exploded in a cylinder. Her hair immediately bled to silver, which usually takes a few seconds, as it was lifted straight up at her overwhelming release of energy, also causing strong winds which it usually doesn't do. Ruby, Kurumu and Kuyo only watched as Moka's power... and rage... was unsealed.

And Kuyo... was gonna pay...


	13. Chapter 13

So here we are, the final chapter. Ever since I asked to take over this story from 10-faced Paladin and Kamen Rider, I had this moment planed from the very start. I know you'll all enjoy this, it's something never been done before (at least, as I found nothing about it, but you'll see exactly what I'm talking about as you read).

Only 1 shout-out this time, but this goes out to all of you! Thank you for all your support, flames, PM's, follows, favorites, reviews and ideas. Thank you my loyal fans, and of course, Kamen and 10-face. Your Ben10/Rosario tale has been reborn, retold and now... its finished...

This is my gift, to all of you :)

* * *

**Chapter 13: Vampire + Vampire**

Inner Moka had awakened. She was holding Ben just as her Outer self was moments ago, looking down at his lifeless form. And for the 1st time in her life since she was little... she was crying. Breathing heavily to try and avoid whining like a child.

"Well, well... is the S-Class super monster upset over the death of her little human pal?" Said the smug, uncaring voice of the Security Committee's leader. Hearing his voice, Inner Moka stopped her sobbing, laid Ben gently down... and got up slowly.

"M-Moka?" Asked Kurumu, sensing something different about her vampiric rival. This wasn't like when she faced her or Ruby, and both of them realized this...

 **"You... bastard..."** Inner Moka growled, her eyes obscured by her silver hair as she turned to face Kuyo, who looked amused at her reaction. **"I'm... gonna KILL YOU!"** She suddenly charged at him, her eyes even redder than before! She got next to Kuyo in the blink of an eye. An eye blink later, her leg was in the air after performing a roundhouse kick... Kuyo was gone, crashing into the tower of Yokai Academy. Inner Moka surprised herself. She was heavily breathing in and out due to her emotions that she normally kept under control. She also never kicked anyone as hard as she did just now, not even against Ruby.

She even pulled a muscle, but was too enraged to care. That kick. Felt good.

"Sorry it took s..."

"We finally took care of..."

Came the voices of Yukari and Mizore respectively. They were both stunned. Ben was on the floor, his skin blackened, not moving at all. "W-What happened?" Asked Mizore, as Yukari's mouth was too wide open to speak.

"I'm sorry. Kuyo showed up and Ben tried to protect us" said Kurumu, sadly.

 **"Move back! Ben's strong for a human, his life light hasn't gone out yet. He's alive, but barely. If I hurry, he might make it"** said Inner Moka, sensing life coming from her American 'friend'... Ugh, she was still getting used to that word...

"Wait! What are you doing to him?" Asked Kurumu.

 **"... My blood... I'm giving it to him"** Inner Moka answered.

"Vampire blood has incredible healing power and the ability to adapt to the blood types of those injected. Giving him some of your blood might work" said Ruby, agreeing with Inner Moka.

"WAIT!" Came the voice of Yukari, causing everyone to look back at her. "What about his watch? Remember when that Grey Matter fixed Ben by telling the Omnitrix to repair him after Kagome attacked you guys? What if it does it again?" Yukari said, reminding them of what happened the last time Ben was injured.

"Shit! I completely forgot about that!" Said Kurumu.

Inner Moka mentally kicked and cursed herself for forgetting that important fact. While none of them knew the full functions of the Omnitrix (and neither did Ben), Yukari's point still stood. If the Omnitrix was able to repair something as complex as a brain, what good would her blood do?... No. She couldn't start doubting herself now, what would Ben say? She still had to try. He used the last of his strength to set her free, she was going to do everything in her power to return the favor... even if it failed in the end.

**"Look, his chances are slim... even slimmer with that thing on him. But since we don't know how to get it off, this is the only option we've..."**

BOOOOOOM!

Inner Moka stopped talking due to the sudden sound, with the rest of the girls looking in the direction. An explosion came from the tower Kuyo was knocked into moments ago, and something that looked like a fox with 4 flaming tails jumped out of the hole and onto the roof itself, laughing manically.

"Is that monster Kuyo?" Asked Kurumu, feeling his monster energy even from this distance.

"He's a Youko... a fox demon" said Ruby.

"D-D-D-Demon?" Shivered Yukari.

"Yes. S-Class monsters' and very powerful ones. Their kind were worshiped as Gods in ancient times by both human and monster alike!" Said Ruby. This was crazy! That madman was a God?! How the hell were they supposed to beat _that_?

 **"HAHAHAHAHA! YOUR POWERS CERTAINLY DON'T DISAPPOINT, VAMPIRE! BUT AS YOU SEE, THEY PALE IN COMPARISON TO MY OWN!"** Said the fire demon, swirling his tails. **"SEE FOR YOURSELF... WITH MY FIRE WHEEL!"** Kuyo sent a large swirling vortex of flames to the Newspaper Club. Mizore put up a wall of ice, but it wasn't strong enough and shattered at Kuyo's power before it had a chance to melt. Yukari's and Ruby's magic was useless here, as they dealt with mainly flowers and cards! So the youngest tried a spell she learned from Gwen called: _Teewat Ligara_ , which shot a whirlwind at Kuyo's attack, but it wasn't strong enough either!

The deadly twister of fire closed in...

 **?:** STANDING AROUND GAWKING AT IT WON'T DO ANYTHING EITHER!

BOOOOOOM!

The smoke cleared... and Gin was shown burnt by the attack, for he was standing protectively in front of the group. "I was gonna call you guys morons, but the bigger one here... is me. I guess the thought of my Club-mates dying again... was too much, UGH!" He said, falling backward in pain.

"GIN!" Cried Yukari, using her magic to lift him away from further harm ( **AN:** Only put this cause in the anime, he disappears without a trace or a good explanation. That's anime physics for ya).

"He shielded us from the blast" said Ruby. "Guess he can be a leader when he wants too..." said Mizore.

 **"Ginei Morioka, of all the people to step in,"** said Kuyo, as he jumped down from the tower. **"Oh well... you saved me the trouble of killing you later."**

Inner Moka looked at Kuyo not with arrogance like most of her opponents, but with pure hatred. If looks could kill, he'd be dead 1000 times over. Ben was right... Kuyo WAS a monster... in every sense of the word. **"You monster..."** she said, using the word monster for more than just his species.

That's when 4 outfits blocked her view of him.

"Don't worry Moka, you can count on us!" Said Yukari.

"Do your thing and save Ben" said Mizore. The 4 girls had their arms up in a protective manner and for once, Inner Moka didn't even try to hide the surprise written on her face.

 **"He could kill you all!"** She said. Were they really that much of idiots?!

"... Ben's worth it... and don't you think we know that?" Said Kurumu, not turning around to face her rival. In fact, she was trembling. She was scared, more than when Inner Moka wanted to kill her, but she wasn't gonna show it. She had to be brave, brave for him.

Inner Moka stood up and prepared to inject Ben. **"I'm sorry... I'll do what I can."**

 **"So tell me... which one of you traitorous fools want to die next?"** Asked Kuyo, the smug look back on his face.

"We can't let him step 1 foot past this point, everyone" said Ruby.

"With an S-Class monster, that's easier said than done" said Mizore.

"Then we work together as a unified team!" Said Yukari.

"We will. Ben's life is on the line, and after all he's done for us; we'll use everything we've got to protect him!" Said Kurumu. Behind them, Inner Moka glowed with monster energy.

 ** _'Ben... you've given us your life. Now... I give you our blood. Take it... take it and live, you asshole!'_** Thought Inner Moka, bearing her fangs. Before she began, she looked down at his left arm. **_'Please... don't reject this...'_**

She bit down.

-TIME BREAK-

BEEEEEEEP! BEEEEEEEP! BEEEEEEEP!

"What the devil?" Said a frog-like being, working on something. He hopped down to where the sound was coming from. "The Omnitrix is sending me a signal? But why?" Asked the frog. Typing some codes into the computer he went up to, he saw Ben's vitals. "He... he's dead? But then, where's that blood flow coming from?" He asked himself. "Mikogami, what have you done? I better head down there."

"That won't be necessary, Azmuth" said a voice. Looking behind him, the frog now known as Azmuth, saw a human in a lab coat. He recognized him.

"Professor Paradox?!"

-TIME BREAK-

 ** _'Ben... Ben...?'_** Thought Inner Moka. She could hear his heart beat slowly, showing he was still alive. However, his body was limp and made no movement on its own. _**'Dammit. Guess its still not enough yet. Come on, you human jackass. You've survived worst than this... right? Alien warlords, killer clowns... if those claims held any truth... prove it to me! Get the hell up!'**_ As Inner Moka was still injecting him, she didn't notice or hear his watch beep, then changed color from red to yellow...

"Hey fox-boy, I think you need to chill out!" Said Mizore, launching ice crystals at Kuyo from her hands... they melted and evaporated before they made contact, sadly.

 **"Oh, gimme a break with at that 'friends till the end' bullshit. Why do you think we're separated by 2 different worlds? Monsters and humans were never meant to be together, we are enemies! We've been for eons! We always have... AND ALWAYS WILL BE!"** Kuyo roared, launching a ball of foxfire from his mouth at the snow woman. Mizore was blown away by the force of the attack, screaming in pain.

"Mizore!" Shouted Yukari. "Yukari, stay focused, ok?" Said Ruby. The younger witch compiled and they put their wands together.

"Your just a shallow-minded, prejudice bigot!" Claimed Kurumu; growing her wings, nails and tail. Taking fight, she then headed straight for the Firefox. "Monsters and humans don't have to be enemies! We can be friends if we want too, we're living proof of that!"

 **"NOT FOR LONG!"** Kuyo roared again, launching several balls of flame at the succubus in a rapid session. She gracefully dodged each one, but then had to back off.

 _'Dammit, I can't get close enough'_ Kurumu thought. If only she had that special power unlocked...

 **"Heheheheh, what's wrong, succubus? Have no head games for me?"** Kuyo taunted her, apparently either knowing or assuming Kurumu's lack of aforementioned ability. She gritted her teeth in response.

"Ok, ready?" Asked Yukari. "You know it" said Ruby, their wands glowing with power. Combining their magic, they used a powerful spell. " _Dark Ring of Containment!_ " They spoke in unison.

Tarot cards flew at Kuyo, but he stopped them with a single swirl of his tails'. **"HA! What are you trying to do? Give me a paper cut by playing Go Fish?"** Mocked the fox demon, then he was surrounded by crows.

"No, we're trapping you in a ring of spirit birds. Even if you can break free from that, your in for a very big surprise!" Said Ruby, confident

 **"Then I guess the surprised one is you... WITCH!"** Kuyo said, swirling his tails' again and breaking the ring. _'YES! He fell for it!'_ Thought Yukari.

 **"So much for your card and bird trick, it didn't even work!"** Kuyo mocked again. What he failed to notice was the remains of the birds flew into the air instead of falling to the ground.

"Oh yeah? Look again" Ruby stated.

That's when the birds fused together and grew into a giant crow! Swooping down, it pecked Kuyo right in his right eye, drawing blood. **"GAAAAAAAAAAAAAAAAH!"** He roared in pain. **"GRRRRR, YOU BITCH!"** He blasted the giant crow with fire from his mouth, destroying it completely.

Kurumu dove down, ready to strike. Repeating the same defense as before, Kuyo blasted Kurumu again, though she evaded out of his line of sight due to losing vision in his right eye. **_'SHIT! Where'd she go? I can't see her!'_** Kuyo frantically thought. He looked around, also having to move his head constantly. When he finally caught sight of her, she was just about to slice him open, but he jumped away and went to attack her, but he ended up sideways and lost sight of her again! Suddenly, he felt himself being lifted up by an unknown force. **"W-What's happening?"**

Yukari was in the middle of using another spell, _Appuendaga Regoria_ , which Gwen used on her and Kurumu during vacation. "Now's your chance, Kurumu!" She shouted. With a battle cry; channeling her own rage of Kuyo taking her Destined Ones life, Kurumu slashed at Kuyo, drawing blood from his left eye. Because he was physically touched, he was also dropped from midair from the spell.

 **"GAAAAAAAAAAAAAAAAH!"** He roared in pain again. Because he was physically touched, he was also dropped from midair from the spell. **"YOU BITCHES! I CAN'T BELIEVE WEAK BASTARDS LIKE YOU ACTUALLY HURT ME! NOOOOOOOOOOOOO!"** Screamed Kuyo, grabbing his eyes and his form began to change.

"I think he's changing back into human form!" Cheered Yukari.

"Alright, we really banged him up. We did it!" Cheered Kurumu.

"Hold on... his monster energy. It's not changing him back into human form... but another monster form altogether!" Said Ruby, noticing something wasn't right. Kuyo's flames and body turned blue, he stood on 2 legs as opposed to 4, and his hair turned golden blond. Somehow, his eyes also completely healed.

 **" Hmhmhmhmhm, you all should feel quite honored. Its been a long time since my foes have forced me to access my Ultimate Form"** Kuyo said. The others were beyond shell-shocked, a second monster form was something only the most powerful monsters were capable of doing. The fox demon then held up his palm and it glowed with blue flames. **" NOW DIE!"**

BOOOOOOOOOOOOOOOOOOM!

That attack caused a huge explosion, also sending shock waves in all directions.

-TIME BREAK-

"JESUS! What the hell was that?"

"It felt like something outta that American movie: San Andres!"

"Can you keep the line moving? I wanna see some ass-kicking!"

"Its jammed up here, dumb-ass!"

In the stairwell leading to the roof, students were trying to catch a front-row seat to the action (this school never had or bothered to install elevators). A few were even hanging from the railing, trying to cheat and climb up. Kyuo's last attack also caused everyone in this stairwell to feel the academy itself shake. Just what the hell was going on up there?

Miss Nekonome was the only teacher that bothered to go, mostly cause she was worried about Ben and the others. She always had a feeling Ben Tennyson was different, just not THAT different. "Aw... I hope their all alright..." she said, then she felt someone accidentally step on her. "MEOOOOOOOOOOOW! MY TAIL!"

-TIME BREAK-

A crashing and breaking sound echoed, and it was revealed the friends had survived the blast of blue foxfire due to a large wall of ice out of nowhere.

"H-He's... s-so strong" said Yukari.

"So much... energy" said Ruby.

"Moka's... no even... that powerful..." said Kurumu.

 **"** **Your still alive? I'm actually impressed,** **"** said Kuyo. These weaker monsters were stronger than he gave them credit for, being able to force him into Battle Mode and now this... then he noticed Mizore was breathing heavily. **" Oh, I see. Your little snow fairy saved you, eh? She used all her remaining strength to build an ice wall to protect all of you. How sweet..." **He mocked, lifting a finger and a blue fireball formed on it. **" And now, your completely defenseless..."**

 **"Wrong, fire-face,"** answered a voice, which surprised Kuyo. **"They've got me... and I'm kicking your ass all the way up to Kingdom Come"** said a certain vampire.

 **" Ah, Moka Akashiya. I didn't forget about you,"** Kuyo responded. **"** **And I see your attempt to revive your American boy-toy has been a complete and utter waste of your time!** **"** He taunted her. She did not respond to this. **"** **Although... killing a vampire will** **bolster** **my reputation, considering who your father is. Once its known that I've not only destroyed a fellow S-Class monster of that** **caliber** **alone, but the rest of her rebellious friends... my position of power on campus will be stronger than ever! No one will challenge the Security Committee's authority ever again, and I'll have you to personally thank for it.** **"**

Images of her days with Ben flash in Inner Moka's mind, using it as fuel to ready herself as she stared Kuyo down. From the day they met (as Outer Moka) and the moment he first released her, standing up to her when they met Kurumu, fighting his own battle with the Fan Club, protecting her (as Outer Moka) from Kagome and Keito, fighting alongside each other against Ruby, the uncountable amount of times he let Outer Moka drink his blood... everything they've been through, all the way up till this point.

 **"** **Don't look so upset, Miss Akashiya. If you give me a good fight, I'll be sure to have a memorial built in your honor... as the most loathed monster ever to roam the monster world!** **"** Kuyo said, for no reason other than to just insult his opponent. Inner Moka stepped forward, and leaped at Kuyo. Kicking him once, twice, again, and again... but he didn't seem affected by her attacks at all. In fact, they seemed to be a bit sluggish, and lacked the necessary stomping power she usually has.

The others only watched on, hoping Inner Moka can finish the job. Kurumu happened to look back at Ben's still form, wondering why nothing happened. Didn't she and Ruby say vampire blood would work? "Wait a minute... MOKA! WHAT ABOUT BEN?!" She asked her.

 **"There's nothing more** _*kicks Kuyo*_ **... I can do for him now!"** Inner Moka said, in-between kicking Kuyo. The others looked concerned upon hearing this. Did that mean...?

"So then..." said Ruby.

"Does that mean he's..." said Yukari, but both witches couldn't finish due to Kurumu breaking down in tears.

"This can't be! He can't be dead!" The succubus sobbed. While they were distracted by the fight and their own emotions, none of them heard a beeping noise, or the light change to green...

 **" OH PLEASE! I thought you were supposed to be strong, that all you got? This is child's play, my dear. What happened to the power in that first kick?"** Kuyo mocked Inner Moka as she kept attacking him over and over, either doing nothing or mockingly block her kicks.

 ** _'I gave Ben too much of my blood...'_** Inner Moka thought, unleashing a series of lightning-fast kicks that left afterimages... but Kuyo disregarded them and just stood still.

 **" Oh yes, that's right... you shared your blood in a foolish effort to save him, and look what happened... IT MADE YOU WEAK!"** Said Kuyo, rushing forward and punched Inner Moka in the jaw, visibly causing her pain. If being shocked at Ben's death wasn't enough, the fact that someone had the power to hurt Inner Moka was just as shocking!

 **" THIS... is why humans and monsters shouldn't be together! Humans are weak, pitiful rodents!"**He continued, punching Inner Moka's abdomen with every sentence he spoke. The other girls just watched in horror as Kuyo beat the ever-living shit out of Inner Moka. Not even her, the strongest person on their team aside from Ben, was powerful enough to stop this crazed power hungry demon.

 **" They're selfish! Lazy! They betray, lie, cheat and steal! Have no power of their own!"** Kuyo then gave Inner Moka and uppercut to her chin, knocking her back. **" And hurt other living things, including each other, without a second thought!"** He rambled, and then attacked Inner Moka with a fury of punches. **" For even thinking of fraternizing with that human scum, your no better than they are! You deserve to die..."** he pulls his fist back. **" AS WELL!"**

Inner Moka was sent flying across the roof back to where Ben laid, blowing past the others. She struggled to stand back up, but couldn't find the strength to. **" And now, your going to burn into a pile of ashes. But you won't be alone, Moka... so will your dead human pet!"** Kuyo finished, his tails swirling and he transformed himself into a cyclone of blue fire, homing in on his targets for the final blow and rushing past the fallen club members. He'd deal with them in a second.

Inner Moka just watched with narrowed eyes and gritted teeth, with no way to stop the incoming attack. She couldn't believe it... she failed...

...

...

...

The Omnitrix slowly glowed dark green again, and an eye snaps open...

FLOOSH-BOOOOOOOOOOOOOOOOM!

After the attack landed, Kuyo landed back in the same spot he was before. **" Good riddance, vermin"**Kuyo said with a grin. The rest of the girls morned over their loss.

"They're dead... Moka and Ben..." said Yukari, sadly.

"No... it can't be true..." said Mizore, sadly.

Kurumu was upset too, but she noticed something out of the corner of her eye... "Its not," she said. Shen then pointed on top of the doorway to the roof. "OVER THERE!"

It was Ben holding Inner Moka! They were ok! A close-up shows Ben's eyes darker than they usually are... then they turn back to their normal green color and he gasps for air. "M-Moka? What the hell happened? How did...?" He was asking. The last thing he remembered was being burnt alive by a spear in his chest.

 **"You sure took your sweet time getting up, huh?"** Asked Inner Moka, relived her friend was alive and didn't try to hide it.

"Uh... what now?" Ben asked, confused.

 **"Heh, you sleepyhead"** Inner Moka said, smiling and flicking his nose.

"OW!" Ben whined.

 **" He... he lives? B-But that's impossible, he's just a mere mortal! I saw what my flame did to him, he was burnt crispier than Kentucky Fried Chicken!"** Kuyo said, gobsmacked at this development.

"Thank god they're both alive!" Yukari cheered, clasping her hands together.

"Looks like Moka's vampire blood really did the trick!" Said Ruby, glad her friends were well.

 **" This is an outrage, a HUMAN... surviving MY FIRE?! I WON'T LET YOU GET AWAY WITH THIS!"**Kuyo roared, his temper hitting the ceiling. He ran toward those fools who dared mock his power by coming out without a scratch. He wasn't as fast in this form as his base form, but he was still strong enough to take both of these fools out!

Kurumu, Mizore, Yukari and Ruby saw him coming; and put their nails, ice claws and wands up. **" OUT OF MY WAY!"** The enraged demon roared, pushing and shoving them all aside. He first got to Mizore, who attempted to slash him, but he swiped her and shoved her down with his arm. Next was Kurumu. While she went to swipe at him, he ducked and gave her an uppercut in her stomach. Then Ruby tried blasting the fox with a Crow that exploded on contact, but Kuyo was unaffected and elbowed the eldest witch in her face as he ran past. Finally, Yukari tried her signature move, which was the washtub attack and while it did surprise Kuyo, he wasn't slowed down by it at all. The youngest witch was punched right in the face.

Inner Moka had seen enough, she got down from Ben's hold. **" I'll take care of... UGH!"** She said, but she doubled over in pain.

"MOKA!" Said Ben. He never seen Inner Moka in such agony before... what happened while he was out?

 **" BENJAMIN K. TENNYSON! YOU AND YOUR VAMPIRIC WHORE ARE FINISHED! YOUR BOTH GONNA BURN TILL THERE'S NOTHING...!"** Kuyo roared.

"Forgot about me, prick?" Called a voice and then it held Kuyo back.

" **Morioka? Where the hell did you come from? " **Kuyo asked, as the werewolf had recovered and was now using his own strength to stop the demon fox.

"Don't you know anything about werewolfs'? We're quite famous for our speed" Gin said.

 **" Your also famous for being an obnoxious pervert, now let me go!"** Commanded Kuyo, struggling in the werewolf's grip.

"Awww, but your so warm and comfy! Your fur is so soft!" Gin joked, refusing to let Kuyo go.

Seeing his chance, Ben checked his watch... it was ready to go! "Alright, now its Hero...!" He said, but beeping stopped him... then what sounded like static interference. What was the Omnitrix doing now?

**"D... N... AMPLE... QUIRED... TRANS... ATION... VAILABLE."**

The form that appeared... was this some kind of joke?... It looked like Ben himself! But that didn't make any sense! Transforming into HIMSELF? How does THAT work?! Was the Omnitrix starting to bug out again after 5 years? Ignoring it; Ben tried to scroll through the rest of his aliens but when he did, every image was the same, making even less sense! It was like the Omnitrix was begging him to use this 'new form'.

 _'The hell? What on earth happened while I was asleep?!'_ Ben thought to himself.

Kuyo wrapped his 4 tails' around Gin and set them ablaze, causing the werewolf to howl in pain and let go. Kuyo ran towards Inner Moka and Ben again. **" SAY GOODBYE, GAIJIN!"** Roared Kuyo, closing in. Unsure if he should, but having no choice otherwise...

Ben pressed down.

 **" ARGH! That light! WHAT'S HAPPENING?!"** Shouted Kuyo, stopping and shielding his eyes from the brighter than usual light . In fact, this green light was so intense, it probably lit up a satellite imaging camera from space! Needless to say, everyone else shielded their eyes as well.

"Looks like Ben's back in action" said Mizore.

"Come on, sweetie! Kick Kuyo's ass!" Cheered Kurumu.

The light finally died down. "Huh?" Ben looked at himself...

...

...

...

"... 5 years... 13 chapters... and all taking place in a fan's alternate universe... NOW YOU SCREW UP?!" Ben yelled at his watch. Nothing happened to him, nothing changed... not even a little.

Kuyo just grinned and continued his task. **"** **Looks like your luck... and time... has officially run out,** **"** he said, jumping high in air, and pulled his fist back. It was engulfed in blue flames and he headed down to Ben, intent on finishing the job this time. **" NOW BURN!" **Kuyo was an inch away... when it glowed dark green again...

FLASH!

Green energy exploded from Ben, knocking Kuyo away and back to the ground, the fox demon landing on his side with groan. The girls also watched in surprise, as the watch didn't do this before. The green light was going straight for the moon! After it vanished... tiny green bats flew from it and circled Ben. "WHOA! What the... AAAAAAAAAAAAAAAAAAHHHHH!"

( **AN:** Play that track...)

Ben felt the changes. They were small, but held great power. His muscles grew, but mostly the ones in his arms; his chest toned, and his gentle, green eyes... become an arrogant, dark green as he opened them. While Moka's transformation cut-scene has her kicking the bats away, Ben punched them... and your phone/computer screen.

The bats stopped, they just stayed around Ben just like when he released Inner Moka for the first time. Everyone just stared, all remaining silent.

"W-What happened?" Asked Yukari.

"Is that Ben?" Asked Mizore.

"If it is, what is he now?" Asked Kurumu.

One bat peeled from his leg...

Then his left bicep...

Then his right eye...

The green bats fluttered away, revealing Ben... well it LOOKED like Ben anyway, but something about him was different. VERY different. He held his head with a hand across his forehead. **"Ugh!... Finally outta that damn thing... like a fucking genie in a lamp,"** said... Ben? Everyone still stared at him... was this Ben? He had a much different tone of voice, this one being deeper.'Ben' looked at himself, twisting his arms and body, as if he didn't know what it was. **"So... this is what having a _real_ body feels like, huh?... I could get used to this"** said 'Ben', grinning. Then he looked down at Inner Moka, who was staring up at him. **"You must be Moka, right? About time I get to meet ya in person, hot-stuff."**

Inner Moka was stunned. Meet her in person? As in this WASN'T the Ben she knew? Even the way he spoke was foreign. **_'Ben... what have I done to you?'_** She thought.

Everyone else was also shocked, they felt immense power from him... even more than Inner Moka herself! Slightly toned body, bigger muscles (which Kurumu couldn't help but fantasize about, but she pushed those thoughts aside, for now), darker green eyes and his smile... had fangs! The symbol of the Omnitrix was also on his chest, specifically near his breastbone... where Moka's Rosario would be!

 **"** **No... that's impossible! The infection takes days to circulate around the body... the transformation itself takes WEEKS! You can't be... YOUR NOTHING BUT HUMAN FILTH!** **"** Shouted Kuyo, realzing what Ben had become. He had slight fear in his voice, though he tried to hide it.

"Is... is Ben a...?" Asked Kurumu, also realizing what Kuyo thought.

"It looks that way" said Mizore.

"I don't believe it..." said Yukari.

"Somehow, Ben has become..." said Ruby.

 **"A vampire..."** Inner Moka gasped, finishing the sentence. She gave him allot of her blood sure, but this much power from it? Kuyo was also right, the transformation should have taken at least 3-4 weeks to complete! Ben SHOULD have become a temporary vampire at best; but there he stood. A full fledged super vampire!

 **"Are you all done stating the obvious? I was called out for a reason"** said 'Ben', in a very arrogant tone. He stretched his arms, legs and popped his neck just as Inner Moka did in chapter 1. He also seemed to have a similar personality to her. **"Alright... you, nine-tailed fox knockoff,"** he continued, pointing to Kuyo. **"Are we gonna fight... or you going to run back to Naruto with your tails between your legs?"** 'Ben' taunted. His joking attitude, while there, was included with a cold one.

 **" Who do you think you are? Just cause you think you have power, you stand a chance against ME? Your nothing compared to me, understand?! NOTHING!"** Kuyo roared. He didn't know who Naruto was, but it was clear it was intended to insult him. This human thought just because he got a new form, he was invincible? Well, he was in for a seriously hot reality check!

Unleashing a large quantity of monster energy, Kuyo formed a large fireball in his hands, the size of a Mount Rushmore head, and sent it over to 'Ben'. In a surprise twist, 'Ben' gave off monster energy of his own... allot of it too! He simply raised an arm and held the foxfire ball back with little effort, dumbfounding everyone.

"He... he blocked it?" Asked Yukari, both impressed and scared at the display.

"No way!" Said Kurumu.

 **"This supposed to be a ball of fire or a ball of dry ice? Cause either way, I'm not feeling the burn"** said 'Ben', knocking the ball of flame away completely, sending it diagonally into the sky. An explosion, along with a burst of light and heat, was shown/heard off-screen. The large fireball itself having exploded. **"How did some like YOU kill Ben? You couldn't even light a match with that power!"** He continued, adding an insult to Kuyo and rubbing his arms mockingly as if trying to get something off.

"So... that's NOT Ben?" Asked Gin, scratching his head with a claw, not understanding.

"I'm... not sure anymore..." said Ruby.

"Maybe the vampires personality is overwhelming him?" Suggested Yukari.

"But the Omnitrix's fail-safe prevents that. That's why he can only transform for 10 minutes, right?" Mizore pointed out.

"If that's true, why is my Mate of Fate so different right now?... He's hot sure, but I prefer the nicer one" said Kurumu.

"Omnitrix... fail-safe... Mate of Fate? Can someone PLEASE TELL ME WHAT'S GOING ON?!" Gin shouted.

 **"Ok... this is getting kinda boring,"** said 'Ben', not finding this amusing. **"You got 2 options, Ginji,"** he began counting by holding up his fingers. **"One, you can give up right now and retire. Two, you can wait till my time out here runs out, though that will only prove how pathetic you really are. Or three, since I'm feeling generous... why not show me some REAL power?"** 'Ben' challenged Kuyo.

Kuyo was sightly nervous, but didn't show his fear. Whether Ben was a monster now or not, he was still just a human!

 **"** **You want power? I'll show you power, you human mortal! Preserving order and protecting this Academy gives me strength to root out imbeciles like you! Have a taste... of my VORTEX OF FIRE!** **"** Kuyo roared and with that, he released all the monster energy he could. Generating a swirling array of five fireballs, with a central orb circled by four smaller ones, the assembly begins to rotate at speed rivaling a hurricane. It was sent over to 'Ben', who just stared at it with no emotion on his face...

BOOOOOOOOOOOOOOOOOM!

The Newspaper Club looked in horror, that was TWICE the amount of Kuyo used when he blasted them with that large blue fireball. Did 'Ben' suddenly have a death wish? Because nothing could have survived that except for a Dark Lord! Smoke covered the area 'Ben' was moments ago. There was no sound, no one said anything, only the sound of the wind blowing. Kuyo was panting a little, using all that energy on one human brat, just to prove a point... it would take him days to recover. When there was no response from the American...

 **" Hehehehehehe... hahahahahahaha... HAAAAAHAHAHAHAHAHAHAHA!"** Kuyo laughed with his head thrown back.

...

...

...

_*clap*_

Then, slow clapping was heard... VERY slow and VERY deliberate clapping. Kuyo stiffened and his eyes widened.

 **"Bravo... Bravo, Mister Mozilla... way to sell it to the cheap seats"** said 'Ben', walking out of the smoke without a single burn mark or a singe on his skin! Now Kuyo was scared... a little human poser... walked away from his most powerful attack... like it was only an ember from a birthday candle... and not those trick ones either. That's not even counting the looks from everyone else! How the hell did Ben survive an attack like THAT... with no sort of defense at ALL?!

 **" T-T-This can't be real... y-your a human... a complete human insect! TELL ME! WHO ARE YOU? H-H-HOW ARE YOU CHEATING ME?"** Shouted Kuyo backing away but trying to sound tough, it wasn't working though.

 **"Calm down, buddy. That was a great move.. I _almost_ felt something,"** said 'Ben', who finally stopped clapping. **"As for who I am, Ben'll probably give me a sucky-ass name me when he gets a chance,"** 'Ben', continuing walking toward Kuyo. Then at speed surpassing even XLR8, he was upon Kuyo and holding him up in the air by his chest. The fox demon struggled to free himself by grabbing 'Ben's' hands, but after wasting his own power combined with the humans new level of strength, he couldn't get free. **"Unfortunately, my time limit is about up, and I don't wanna waste it on a simpleton like you. Your greed and ambition has predictably corrupted you."**

 **" What? Corrupted? ME?! I FIGHT TO BRING JUSTICE TO THIS ACADEMY, NO MATTER WHO STANDS IN MY WAY!" **Kuyo said, defending his position.

That's when 'Ben's' grip tightened. **"And THAT'S... your problem. You've killed whoever stood in your way, guilty or innocent. Y** **ou claim to preserve order and protect the peace... but all you REALLY wanna _preserve_ is your power to enforce the rules as you see fit, and _protect_ the control you have over the student body," **Kuyo was pulled closer. **"You felt threatened... you felt scared... so you lashed out; _betraying_ the trust of the students you claim to protect, _lie_ to cover your tracks, _cheat and stole_ from everyone... and _hurt other monsters, without a second thought_ " **said 'Ben', pointing out Kuyo's hypocrisy. **"** **You've lost the right to preach about protecting this school, the moment you acted on your selfish desires."**

 **" SHUT UP! WHAT DO YOU KNOW?"** Kuyo screamed, denying the accusation despite it being very accurate.

'Ben' smirked. **"Well, considering I just came outta the womb, I don't know much... but you shouldn't start fights you can't win. Because if you do, you'd better learn..."** 'Ben' lifted Kuyo over him, and slammed the fox onto the floor, cracking it and a few of the demons bones. **"Your..."** 'Ben' tossed Kuyo into the air, then jumped fast and high after him. He sailed above Kuyo, and raised a fist above his head, which was coated on monster energy...

**"PLACE!"**

POW! **BOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOM**!

With an insane amount of power, Kuyo was sent crashing into the roof at the speed of a werewolf at full power. He didn't get to finish his groan of pain by the time he smashed into the Academy. He was sent through both floors, including the basement! Dust clouds came out of the windows from the force of the impact, breaking them as dust flew out of them too. A mushroom cloud erupted overhead, also causing strong winds. The girls skirts went with it. Gin's nose would've bled if he was in his perverted state of mind. This all also caused an earthquake-like effect on the entire building, worse than when Kuyo did it. The entire school vibrated under the strain of 'Ben's' attack, which the kids in the stairwell also felt and reacted accordingly

'Ben' crashed down on the roof a second later, his shoes leaving imprints. The Newspaper Clubs eyes where so wide, they looked like they were bulging out of their sockets. They've never seen such a display of power before. After kneeling up slowly, out of the corner of 'Ben's' eye, he noticed where a certain item was laying. He walked over to that item was laying, picked it up, then walked over to Inner Moka. He held out his other hand, gesturing his desire to help her up. Slowly, Inner Moka did just that before she was hoisted up quickly, looking into 'Ben's' dark green eyes.

1 beep was heard...

'Ben' lifted a hand to Inner Moka's cheek, the Rosario in-between his fingers.

A 2nd beep...

'Ben' brushed a strand of silver hair out of her face.

3rd beep...

'Ben' put the Rosario into her hand, the one he was holding.

4th beep...

'Ben' smirked. **"Later, gorgeous..."**

5th beep...

FLASH!

"Huh?" Ben said, now his normal self. "What happened?" He asked, then he noticed how close he was to Inner Moka. "GAAAAH! S-sorry" he apologized, getting out of Inner Moka's space immediately. He wasn't certain, but were her cheeks a tint red just now?

 **"Humph... don't worry about it. I gotta say; you surprised me today, Tennyson"** said Inner Moka, changing the subject and fighting off what was wrong with her face.

"... What are ya talking about? All I remember was being swarmed by bats, then I was holding ya" said Ben.

Inner Moka was shocked to say the least... he DIDN'T remember anything? **"Well; you did it hero-boy, you saved the day."**

"I did?" Asked Ben, but he never got an answer as Inner Moka put her Rosario back in place. Right as she began going back to her innocent self, the roof entrance doors opened. The students Miss Nekonome was with finally managed to arrive just in time to witness the end result of the fight. Kuyo was unconscious at the bottom of a giant hole in the middle of one side of the school.

 **Male Student #35:** WHOA! What happened up here?

 **Female Student #54:** Where'd that big hole come from?

 **Female Student #104:** Look down there!

 **Male Student #21:** Holy crap, is that Kuyo?

 **Male Student #78:** Who beat him?

The students had so many questions, but one thing was certain... Kuyo was defeated... and badly. He wasn't gonna be giving orders out or stealing from the student body for quite some time.

"Ben..." said Moka, as she fainted backward into Ben's arms.

"Meow! Your ok! I'm SOOOO glad, Mister Tennyson. You certainly showed Kuyo a thing or 2, didn't you?" Asked the well-known cat teacher.

"Uh... yeah, I guess" said Ben, still not really sure what happened himself. Looking down at Kuyo, he couldn't help but feel slightly uncomfortable. He did all this? Not even Way Big, his most powerful alien, could cause this much destruction in the 10 minute limit... at least, not on purpose.

"As much as I don't condone violence, you giving Kuyo a good old-fashioned thrashing has cleared your name, wouldn't you agree?" Said Miss Nekonome, winking at him.

 _'Great. She knows I'm human. At least she accepts it'_ Ben thought.

"Totally! No human could've possibly beaten Kuyo to a pulp!" Said a male student. "We knew you were a monster all along, Ben. None of us ever believed otherwise!" Said a female student that was actually in the same class Ben was.

 _'If only you knew'_ Ben thought, chuckling mentally.

 **Male Student #97:** YEAH! And you gave the Security Committee a much deserved ass-kicking!

 **Male Student #103:** I can finally say this, those bastards made my life a living hell!

 **Female Student #63:** You've made things better for all of us!

 **Male Student #42:** Let's lift our school hero in the air!

 **ALL** and **Miss Nekonome** (minus the Newspaper Club) **:** YEAAAAAAAAAAAAAH!

 **Kou:** WOW! THAT WAS FUCKING EPIC! This showdown between our favorite human and hated commissioner was over in...! Uh... well, I lost count. Besides, who really cares? Wheeee.

-TIME BREAK-

In the nurses station, Ben is recovering from his injuries. After talking to everyone, they told him everything. How he died, how everyone put aside their feelings for him to work together, how Moka (her inner self anyway) saved his life... and his newest "alien". Well, his question was finally answered. The Omnitrix CAN absorb monster DNA... but why couldn't he remember anything for himself during the transformation? Kurumu told him he was hotter in the form, much too his embarrassment, but she rectified her mistake by telling him she preferred HIM over the vampire-like Ben. Everyone else just explained how Ben's personality did a 180, despite the fact the Omnitrix was supposed to prevent that.

Oh boy, Azmuth is gonna have his head when he finds out...

A few days later, Moka came to visit Ben as she and the others already healed, but Ben was put under observation to make sure he was ok since it was rumored [accurately] that he was the one to deal Kuyo the harsh/finishing blow. As he was waking up from a nap, he turned his head to the left... and her face was near his. "GAAAAH!" He said, jumping up.

"Oh, I'm sorry Ben. Did I wake you?" Moka asked innocently, and also blushing. Maybe she got a little too close that time...

"Uh... yeah, I'm fine," said Ben, then realized something. "Actually, I'm the one who should be sorry."

"Huh?" Moka asked.

"About what you did for me. I appreciate it, I do... but you both had to use almost all your power to save me" Ben said.

Moka shook her head. "Don't be. Your my dear friend Ben, I couldn't be without you in my life. I wanted too" she said, then her Rosario glowed, and it went out after 5 seconds. "Oh, sorry. WE wanted too."

"Really, even hard-ass Moka?" Ben joked, Moka giggling at his comment.

"But I'd do it again in a heartbeat, Ben. It was totally worth it. I give my power again because I... I..." said Moka, starting to blush again. Both friends looked deeply into each others eyes, both turning tomato red. Moka slowly leaned over him... he slowly leaned up... their eyes closed...

BAM!

"HEEEY BEN!" The door was kicked in by Kurumu, she was with the others... though where was Mizore? They then noticed Moka's position and assumed "the worst".

"REALLY MOKA? NOW?! You were going for his neck again, weren't you?!" Asked Kurumu, jumping over a bed to pull Moka away from the human, getting defensive for Ben's sake as he still hasn't fully recovered yet. Honestly, can't this vampire chick go at least a day without his blood? Just one?!

"G-Guys, i-it wasn't what you think!" Ben tried to explain. Then Mizore appeared from the ceiling to join the group crowding around Ben's bed, flipping to land perfectly on her feet.

"They were about to kiss, but you can finish on me" the Yuki-Onna said, coolly. She went to get closer to Ben's face, but she was stopped by a washtub smashing on her head.

"NO WAY! I'm the youngest, so I get the first kiss!" Said Yukari, hugging Ben, but both Mizore and Kurumu pulled her away.

"Sorry, beauty before age, short-stuff!" Said Kurumu, fighting both the witch and snow woman for the spot.

"Me too!" Said Ruby, leaning in from the side.

"HEY! I was here first!" Complained Moka, with an anime-style vein.

While they were fighting over him (though Ruby joining was new), Ben just sighed. He smiled sheepishly, then looked at the camera and shrugged. "Well... everything's back to normal."

THE END.

( **AN:** Ending Theme. The instrumental version of the end credits of the official and original Ben10 theme song.)

* * *

Once again; thanks for all your support, flames, etc. Oh, one more thing. A big hand goes out to Ten-face and Kamen, if your both reading this, I hope I lived up to your expectations and finally after 7 years... your story has been told.

I love you all, thanks for reading and see ya soon! :D

XOXOXOXOXOXO

P.S: Oh, and for those who said this was lazy writing and I was being a copycat, well now you can pull a Joe Gatto and "SUCK IT!"


End file.
